Naspers to form a new group (“NewCo*”)
comprising its international internet assets.
NewCo to be listed on Euronext Amsterdam and
also secondary, inward-listed on the Johannesburg Stock
Exchange.
NewCo likely to become the largest listed
consumer internet group in Europe by asset value.
NewCo listing provides a unique opportunity for
global internet investors.
Naspers will own approximately 75% of NewCo and
will retain its primary listing on the Johannesburg Stock
Exchange.
*The official name of NewCo will be announced
in the coming months
Naspers (JSE: NPN; LSE: NPSN) today announced its intention to
list NewCo, a new global consumer internet group, on Euronext
Amsterdam. NewCo will also have a secondary, inward listing on the
Johannesburg Stock Exchange (JSE) in South Africa.
NewCo will comprise all of Naspers’ internet interests outside
of South Africa including its companies and investments in the
online classifieds, food delivery, payments, etail, travel,
education, and social and internet platforms sectors, among others.
They are some of the world’s leading and fastest-growing internet
brands, such as Tencent, mail.ru, OLX, Avito, letgo, PayU, iFood,
Swiggy, DeliveryHero, Udemy, eMAG and MakeMyTrip. NewCo is expected
to be approximately 75% owned by Naspers and have a free float of
approximately 25%. As Europe’s largest listed consumer internet
company by asset value, NewCo will give global internet investors
direct access to Naspers’ unique and attractive portfolio of
international internet assets.
The transaction will be subject to the requisite regulatory and
shareholder approvals being obtained. The proposed transaction is
currently expected to be implemented no earlier than the second
half of 2019.
Bob van Dijk, Naspers Chief Executive Officer, said:
“Forming and listing a new, global consumer internet group on
Euronext Amsterdam is a significant step for Naspers. It will
provide a strong platform to attract incremental investor capital,
which is well-aligned to our growth goals. The listing will present
an appealing new opportunity for international tech investors to
have access to our unique portfolio of international internet
assets. It will comprise some of the world’s leading and
fastest-growing internet companies that are playing an increasingly
important role in helping people improve their daily lives in some
of the most exciting markets on the planet. As well as opening up
investment to a broader category of investors, the listing aims to
reduce our weighting on the Johannesburg Stock Exchange, which we
believe will help us maximise shareholder value over time.”
Naspers has a long history of investing in technology to capture
growth, transforming itself from a print media, pay-TV and video
entertainment company into one of the top 10 global consumer
internet companies by market capitalisation. In growing, the group
has created significant value for its many stakeholders, however,
this rapid growth has also created some unique market dynamics.
Naspers now constitutes almost 25% of the JSE SWIX index, compared
to 5% just 5 years ago, and its outsized weighting on the JSE
exceeds most South African institutional investors’ single stock
limits. As a result, many have been forced to sell as Naspers
grows.
The proposed listing on Euronext Amsterdam is expected to help
address this market issue and is the next significant action by
management to create shareholder value. Recently, a number of
actions have been undertaken by Naspers, including increasing the
capacity of Naspers’ ADR programme, trimming its stake in Tencent,
exiting several businesses, driving growth across its core internet
businesses and turning its online classifieds business and several
of its other early-stage investments to profitability. In addition,
in early March 2019, Naspers unbundled MultiChoice Group Limited to
existing Naspers shareholders creating a new, top-40 listed company
in South Africa with an initial market capitalisation of US$3.5
billion. The move completed Naspers’ transformation to a global
consumer internet company, with effectively all revenues and
profits now coming from online.
Basil Sgourdos, Naspers’ Chief Financial Officer,
said:
“We are aligned with our shareholders’ desires to maximise the
value we create and also to address our weight on the JSE. We have
therefore taken several actions in the past year or so, such as a
trim of our Tencent stake, exiting several businesses including the
sale of our Flipkart stake, driving the performance of our core
internet businesses, and more recently, the listing and unbundling
of MultiChoice Group Limited. After a careful and comprehensive
evaluation of the merits of strategic options available to the
group, the listing on Euronext Amsterdam proved to be the most
promising for our future growth plans and addressing the market
dynamics we wish to tackle.”
Naspers itself will retain its primary listing on the JSE in
South Africa, and will continue to directly hold its South African
assets, Takealot and Media24, alongside its majority stake in
NewCo. NewCo’s free float is expected to be created by Naspers
through a capitalisation issue of NewCo shares to Naspers
shareholders. Shareholders will also be able to choose to receive
more shares in Naspers instead of shares in NewCo, subject to
certain limits. This is intended to provide flexibility to
shareholders. Further details relating to the implementation
of the proposed transaction will be provided in due course. It is
intended that the Board and governance structures of NewCo will
mirror those of Naspers.
Even after the listing of NewCo on Euronext Amsterdam, Naspers
will remain the largest South African company listed on the JSE by
market capitalisation, and Naspers will continue to invest in South
Africa. Naspers is one of the foremost investors in the South
African technology sector and is committed to building its existing
internet and ecommerce companies in the country, as well as
stimulating the local tech start-up sector through the Naspers
Foundry. This is a R1.4 billion investment commitment targeting
technology start-ups in South Africa that seek to address big
societal needs. This is in addition to the commitment Naspers made
in October 2018 at the inaugural South Africa Investment Conference
to inject a further R3.2bn into its existing South African
businesses, which is already underway.
Information related to the proposed transaction can be viewed at
www.newglobaltechgroup.com from 09:30am CET on 25 March 2019 and
further information will be available in the coming weeks and
months.
About Naspers
Naspers is a global consumer internet group and one of the
largest technology investors in the world. Operating and investing
in countries and markets across the world with long-term growth
potential, Naspers builds leading companies that empower people and
enrich communities. The group operates and partners a number of
leading internet businesses across the Americas, Africa, Central
and Eastern Europe, and Asia in sectors including online
classifieds, food delivery, payments, travel, education, health,
and social and internet platforms.
Every day, millions of people use the products and services of
companies that Naspers has invested in, acquired or built,
including Avito, Brainly, BYJU’S, Codecademy, eMAG, Honor, ibibo,
iFood, letgo, Media24, Movile, OLX, PayU, SimilarWeb, Swiggy,
Takealot, and Udemy.
Similarly, hundreds of millions of people have made the
platforms of its associates a part of their daily lives: Tencent
(www.tencent.com; SEHK 00700), Mail.ru (www.corp.mail.ru; LSE:
MAIL), MakeMyTrip Limited (www.makemytrip.com; NASDAQ:MMYT) and
DeliveryHero (www.deliveryhero.com; Xetra: DHER)
Today, Naspers companies and associates help improve the lives
of around a fifth of the world’s population. Naspers actively
searches for new opportunities to partner exceptional entrepreneurs
who are using technology to address big societal needs.
Naspers has a primary listing on the Johannesburg Stock Exchange
(NPN.SJ) and a secondary listing on the A2X Exchange (NPN.AJ) in
South Africa, and has an ADR listing on the London Stock Exchange
(LSE: NPSN).
For more information, please visit www.naspers.com
Disclaimer
These materials are for information purposes only and are not
intended to constitute, and should not be construed as, an offer to
sell or a solicitation of any offer to buy or subscribe for any
securities of NewCo (the “Securities”). The Securities have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the “Securities Act”),
and will not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act.
In connection with its proposed admission to listing and
trading on Euronext Amsterdam and the JSE, NewCo will
prepare a prospectus in due course, which will be made available at
www.newglobaltechgroup.com.
These materials include forward-looking statements, which are
based on current expectations and projections about future events.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect Naspers'
current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions. Naspers expressly disclaims any obligation or
undertaking to update, review or revise any forward looking
statement contained in these materials whether as a result of new
information, future developments or otherwise. You are cautioned
not to place undue reliance on forward-looking statements, which
speak only as of the date they are made.
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version on businesswire.com: https://www.businesswire.com/news/home/20190324005062/en/
Shamiela Letsoalo, Media Relations DirectorTel: +27 11
289 3750Mobile: +27 78 802 6310Email:
shamiela.letsoalo@naspers.comEoin Ryan, Head of Investor
RelationsTel: +1 347-210-4305Email: eoin.ryan@naspers.com
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