AMSTERDAM–(BUSINESS WIRE)–Distribution of notice of hybrid annual general meeting
Prosus N.V. (Prosus) (AEX and JSE: PRX): Prosus shareholders are advised that notice is hereby given, in terms of the notice of annual general meeting published today, on 12 July 2023, that the hybrid annual general meeting of Prosus (the Annual General Meeting) will be held at 14:00 CET on Wednesday, 23 August 2023, at The Warehouse, Generaal Vetterstraat 51-A, 1059 BT Amsterdam, the Netherlands. Prosus will, in any event, ensure virtual access to the Annual General Meeting in a manner consistent with the arrangements for a virtual meeting. Virtual participation will be subject to Prosus’s terms and conditions for general meetings.
Prosus shareholders can virtually attend and vote at the Annual General Meeting on all resolutions via www.abnamro.com/evoting, and, if they wish, vote in real time online.
Prosus shareholders registered in the Prosus shareholders’ register or in the (sub)registers designated by the board of directors of Prosus (the Prosus Board) on Wednesday, 26 July 2023 (i.e. the record date), or their authorised representatives, who wish to attend and/or vote at the Annual General Meeting must apply via www.abnamro.com/evoting by no later than on Wednesday, 16 August 2023, at 17:30 CET.
The notice of the Annual General Meeting, including the agenda with explanatory notes, together with the power of attorney and a shareholder circular, which contains relevant information pertaining to the Proposed Transaction (as defined below) (the Shareholder Circular), is available on Prosus’ website at www.prosus.com/investors/shareholder-centre/shareholder-meetings. Prosus’ remuneration report and the proposed remuneration policy are included in the 2023 annual report of Prosus that has already been made available to Prosus shareholders.
The record date in order to be eligible to vote at the Annual General Meeting is Wednesday, 26 July 2023.
Removal of the Cross-Holding Structure
On 27 June 2023, the board of directors of Naspers Limited (Naspers) and the Prosus Board announced that Naspers and Prosus (together with their consolidated subsidiaries, the Group) intend to implement a proposed transaction in terms of which the cross-holding structure between Naspers and Prosus will be removed (the Proposed Transaction).
Prosus shareholders are advised that further information pertaining to the Proposed Transaction in relation to Prosus is set out in the Shareholder Circular that Prosus has published today, on 12 July 2023, simultaneously with the notice of Annual General Meeting, on Prosus’ website at www.prosus.com/investors/shareholder-centre/shareholder-meetings.
The agenda and explanatory notes, including the shareholder resolutions that must be approved by the Prosus shareholders in order to implement the Proposed Transaction, are set out in the notice of Annual General Meeting. Voting on these matters necessary to implement the Proposed Transaction in so far as it relates to Prosus will consequently take place at the Annual General Meeting.
Prosus shareholders are advised to read the Shareholder Circular carefully and in its entirety. Any decision to approve the shareholder resolutions pertaining to the Proposed Transaction at the Annual General Meeting should be made only on the basis of the information in the Shareholder Circular and/or the notice of Annual General Meeting.
Subject to obtaining the requisite approvals of the Prosus shareholders and the Naspers shareholders, further details pertaining to the implementation of the Proposed Transaction, including the applicable salient dates and times for implementation and the entitlement ratio of the Prosus capitalisation issue to be implemented pursuant to the Proposed Transaction, will be outlined in the announcement to be released by Prosus following the annual general meeting of Naspers, expected to be held on Thursday, 24 August 2023.
Dividend /Capital declaration
Further to the announcement made on 27 June 2023, the board recommended that, in total, shareholders receive a distribution (in the form of a capital repayment for holders of ordinary shares N and a dividend for holders of ordinary shares B and ordinary shares A1) of approximately €175m. The distribution per share to which shareholders are entitled will be impacted by the Proposed Transaction as follows:
- should the Proposed Transaction be implemented and Prosus issue the additional shares, Prosus shareholders will receive, in the form of a capital repayment, 7 euro cents per Prosus ordinary share N. Naspers, as the holder of Prosus ordinary shares B, will receive 0.000007 euro cents per Prosus ordinary share B. Holders of Prosus ordinary shares A1 will receive an amount per Prosus ordinary share A1 equal to the outcome of the formula set forth in the Prosus articles of association, as amended; or
- should the Proposed Transaction not be implemented and the issued share capital remain as it currently is, Prosus shareholders will receive, in the form of a capital repayment, 15 euro cents per Prosus ordinary share N. Naspers, as the holder of Prosus ordinary shares B, will receive 0.000015 euro cents per Prosus ordinary share B. Holders of ordinary shares A1 will receive an amount per Prosus ordinary share A1 equal to the outcome of the formula set forth in the articles of association.
Therefore, it is currently expected that the aggregate distribution to be paid to Prosus shareholders will be approximately the same under either option.
Furthermore, the Prosus Board recommends that those holders of Prosus ordinary shares N as at 3 November 2023 (the Dividend Record Date) who do not wish to receive a distribution in the form of a capital repayment, can choose to receive a dividend payment instead. A choice for one option implies an opt-out from the other. If the distribution is confirmed by the Prosus shareholders at the Annual General Meeting, elections to receive a dividend payment instead of a capital repayment will need to be made by holders of Prosus ordinary shares N by 20 November 2023.
Capital repayments and dividend payments will be payable to the Prosus shareholders registered in the Prosus shareholders’ register or in the (sub)registers designated by the Prosus Board on the Dividend Record Date and paid on 28 November 2023. Capital repayments will be paid from qualifying share capital for Dutch tax purposes. No dividend withholding tax will be withheld on the amounts of capital reductions paid to the Prosus shareholders. However, if holders of Prosus ordinary shares N rather elect to receive a dividend payment from retained earnings, such dividend payments will be subject to the Dutch dividend withholding tax rate of 15%.
Dividend payments payable to holders of Prosus ordinary shares N who elect to receive a dividend payment and who hold their Prosus ordinary shares N through the listing of Prosus on the JSE will, in addition to the 15% Dutch dividend withholding tax, be subject to South African dividend tax at a rate of up to 20%. The amount of additional South African dividend tax will be calculated by deducting from the 20% a rebate equal to the Dutch dividend withholding tax paid in respect of the dividend payment (without right of recovery). Prosus shareholders holding their Prosus ordinary shares N through the listing of Prosus on the JSE, unless exempt from paying South African dividend tax or entitled to a reduced withholding tax rate in terms of an applicable tax treaty, will be subject to the maximum rate of South African dividend tax of 20%.
The issued share capital of Prosus as at today, on 12 July 2023, is 1,851,020,628 Prosus ordinary shares N, 4,456,650 Prosus ordinary shares A1 and 1,128,507,756 Prosus ordinary shares B.
Repurchase Programme
Prosus shareholders are referred to the various announcements that have been released pertaining to the ongoing, open-ended repurchase of Prosus ordinary shares N, which commenced on 27 June 2022 (the Repurchase Programme).
In order to have a stable share count for purposes of both the Proposed Transaction and the distribution (whether as capital repayment or as dividend payment), it is expected that the Repurchase Programme will be temporarily suspended for a short period immediately before these events, in order to allow for efficient and effective implementation of the Proposed Transaction and the capital repayments and dividend payments, respectively. The Repurchase Programme will resume after each suspension and Prosus shareholders will be updated accordingly.
The Group will also continue to provide weekly updates on the Repurchase Programme by means of press releases and announcements on SENS and on the Prosus website (www.prosus.com).
JSE sponsor to Prosus
Investec Bank Limited
International Legal Advisor: Allen & Overy LLP
Legal Advisor: Webber Wentzel
About Prosus
Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities.
The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology sectors in markets including India and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs using technology to improve people’s everyday lives.
Every day, billions of customers use the products and services of companies that Prosus has invested in, acquired or built, including 99minutos, Airmeet, Aruna, AutoTrader, Autovit.ro, Azos, BandLab, Bibit, Bilt, Biome Makers, Borneo, Brainly, BUX, BYJU’S, Bykea, Captain Fresh, Codecademy, Collective Benefits, Creditas, DappRadar, DeHaat, Detect Technologies, dott, EduMe, ElasticRun, eMAG, Endowus, Eruditus, EVERY, Facily, Fashinza, Flink, Foodics, Good Glamm Group, GoodHabitz, GoStudent, Honor, iFood, Imovirtual, Klar, Kovi, LazyPay, letgo, Luno, Mensa Brands, Meesho, merXu, Movile, Oda, OLX, Otodom, OTOMOTO, Oxford Ionics, PaySense, PayU, Pharmeasy, Platzi, Property24, Quick Ride, Red Dot Payment, Republic, Sharebite, Shipper, ShopUp, SoloLearn, Stack Overflow, Standvirtual, Superside, Swiggy, Thndr, Tonik, Ula, Urban Company, Virgio, Vegrow, watchTowr, and Wayflyer.
Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives. For listed companies where we have an interest, please see: Tencent, Delivery Hero, Remitly, Trip.com, Udemy, Skillsoft, and SimilarWeb.
Today, Prosus companies and associates help improve the lives of more than two billion people around the world.
Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.
For more information, please visit www.prosus.com.
Disclaimer
This announcement contains information within the meaning of Article 7(1) of the European Market Abuse Regulation (596/2014).
Shareholders should note that the Naspers Board and Prosus Board each reserve the right, in their sole discretion, to decide not to proceed with the Proposed Transaction and, as such, the Proposed Transaction may or may not proceed.
This announcement is for information purposes only and is not intended to, and does not constitute or form part of, any offer to sell or otherwise dispose of, or the solicitation of an offer to buy, otherwise acquire or subscribe for, securities in or into any jurisdiction, including, but not limited to, the United States, and neither this document nor anything herein nor any copy thereof may be taken into or distributed, directly or indirectly, in or into any jurisdiction in which to do so would be prohibited by applicable law.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold, directly or indirectly, in or into the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Naspers and Prosus have not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act“), and holders of any of the securities referred to herein will not be afforded the protections of the Investment Company Act.
The information contained in this announcement does not constitute or form a part of any offer to the public for the sale of, or subscription for, or an invitation, advertisement, or the solicitation of an offer to purchase and/or subscribe for, securities as defined in and/or contemplated by the South African Companies Act, No. 71 of 2008 (“South African Companies Act“). Accordingly, this announcement does not, nor does it intend to, constitute a “registered prospectus” or an advertisement relating to an offer to the public, as contemplated by the South African Companies Act and no prospectus has been, or will be, filed with the South African Companies and Intellectual Property Commission in respect of this announcement.
The information contained in this announcement constitutes factual information as contemplated in Section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended (“FAIS Act“) and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Prosus Ordinary Shares N and/or Naspers N Ordinary Shares or in relation to the business or future investments of Prosus and/or Naspers, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing contained in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Prosus is not a financial services provider licensed as such under the FAIS Act.
In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”) no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State in accordance with the prospectus exemption provided for in article 1(5)(g) of the Prospectus Regulation. For these purposes, the expression “Prospectus Regulation” means Regulation 2017/1129/EU (and amendments thereto) and includes any relevant implementing measure in the Relevant Member State.
This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).
The release, publication, or distribution of this announcement in jurisdictions other than South Africa may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Prosus and Naspers disclaim any responsibility or liability for the violation of such requirements by any person.
It is the responsibility of each Shareholder (including, without limitation, nominees, agents and trustees for such persons) wishing to receive this announcement to satisfy themselves as to the full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requirements or formalities and paying any issue, transfer or other taxes due in such territories.
Prosus shareholders are advised to read the Shareholder Circular and the notice of Annual General Meeting (available on Prosus’s website www.prosus.com), which contains the terms and conditions of the Proposed Transaction, with care and in full. Any decision to approve the Proposed Transaction and/or other matters dealt with herein should be made only on the basis of the information in the notice of Annual General Meeting and the Shareholder Circular.
Requisite documentation will be issued by Naspers in respect of the Proposed Transaction insofar as it relates to Naspers in due course, subject to applicable securities laws, on www.naspers.com. Shareholders should have regard to such documentation in respect of the Proposed Transaction in relation to Naspers.
Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal, accounting, or other professional advice.
Forward-looking statements
This announcement contains statements about Prosus and/or Naspers that are, or may be, forward-looking statements. All statements (other than statements of historical fact) are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industries in which Prosus and/or Naspers operates or invests as well as markets generally; production; cash costs and other operating results; growth prospects and outlook for operations and/or investments, individually or in the aggregate; liquidity, capital resources and expenditure, statements in relation to the approval by shareholders or implementation of the Proposed Transaction and/or the benefits of the Proposed Transaction. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, implementation of the Proposed Transaction and/or the benefits of the Proposed Transaction, anticipated levels of growth, estimates of capital expenditures, acquisition and investment strategy, expansion prospects or future capital expenditure levels and other economic factors, such as, among others, growth, and interest rates.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Prosus and Naspers caution that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, returns and the developments within the industries and markets in which Prosus and/or Naspers operates and/or invests may differ materially from those made in, or suggested by, the forward-looking statements contained in this announcement. All these forward-looking statements are based on estimates, predictions, and assumptions, as regards Prosus or Naspers, all of which estimates, predictions and assumptions, although Prosus and Naspers believe them to be reasonable, are inherently uncertain and may not eventuate or eventuate in the manner Prosus and Naspers expect. Factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include matters not yet known to Prosus and Naspers or not currently considered material by Prosus and Naspers.
Shareholders should keep in mind that any forward-looking statement made in this announcement or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Prosus or Naspers not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results, performance, or achievement to differ materially from those contained in any forward-looking statement is not known. Prosus and Naspers have no duty to, and do not intend to, update, or revise the forward-looking statements contained in this announcement or any other information herein, except as may be required by law. Any forward-looking statement has not been.
Contacts
Enquiries
Investor Enquiries
Eoin Ryan, Head of Investor Relations
+1 347-210-4305
Media Enquiries
Charlie Pemberton, Communications Director
+31 6 15494359
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