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NPN
NPN
NPN - Naspers Limited - Delisting from NASDAQ; Termination of SEC registration
and application for a secondary listing on the London Stock Exchange
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
share code: NPN & ISIN Code: ZAE000015889
("Naspers" or the "company" or the "group")
NASPERS ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ, TERMINATION OF SEC
REGISTRATION AND APPLICATION FOR A SECONDARY LISTING ON THE LONDON STOCK
EXCHANGE
Naspers today announced that it will voluntarily delist its American Depositary
Shares ("ADSs") (which are evidenced by American Depositary Receipts ("ADRs"))
from the NASDAQ Global Market ("NASDAQ") and terminate its registration of the
ADSs with the US Securities and Exchange Commission ("SEC"). Naspers will
convert its current ADR programme into a Level I ADR programme to give current
ADR holders the option to continue to hold ADRs. Level I ADRs are traded in the
US over-the-counter ("OTC") market as opposed to on a US national securities
exchange.
Naspers also intends making application to list a Depository Receipt programme
on the London Stock Exchange ("LSE") to provide a platform for international
investors who wish to trade in Naspers N ordinary shares other than on the JSE
Limited ("JSE") (the securities exchange in South Africa). The listing on the
LSE is expected to become effective during the third quarter of 2007.
The company`s decision to delist from NASDAQ is based on the high costs of
maintaining its listing and registration in the US and complying with US
obligations, especially the provisions of the Sarbanes-Oxley Act of 2002.
Naspers believes that the resulting savings in costs and management time will
benefit Naspers and its shareholders, while the continued trading of the
company`s N ordinary shares on the JSE will provide liquidity to its
shareholders and access to capital for Naspers. At 31 March 2007, the total
number of issued ADSs accounted for approximately 1% of Naspers`s issued N
ordinary shares.
Naspers delivered notice today to NASDAQ that it intends to delist the ADSs. As
disclosed in the notice, Naspers expects to file a notification of removal from
listing on the NASDAQ via Form 25 with the SEC on or about 28 May 2007. The
withdrawal of the ADSs from listing should be effective 10 days after the filing
of the notice on Form 25 with the SEC.
Concurrent with the delisting from NASDAQ, Naspers also intends to file notice
of termination of registration on Form 15F with the SEC to terminate the
registration of the ADSs under the US Securities Exchange Act of 1934 and to
suspend Naspers`s duties to file reports with the SEC. Over the past twelve
months, the daily trading volume on NASDAQ averaged approximately 1% of the
total worldwide trading volume. Naspers expects that its obligation to file
reports with the SEC will be suspended immediately upon the delisting of the
ADSs from NASDAQ. Naspers reserves the right to delay the filing of the Form 25
or 15F or withdraw either Form for any reason prior to their effectiveness.
Naspers`s primary listing will remain with the JSE. Accordingly, it is subject
to the JSE Listings Requirements, high corporate governance standards as
reflected in the guidelines contained in the King Report on Corporate Governance
for South Africa 2002 as well as laws applicable to publicly listed companies in
South Africa. Naspers reiterates its commitment to provide investors with timely
information regarding significant business and financial developments. The
company will continue to host regular investor relations activities, including
bi-annual earnings reporting, earnings calls, analyst meetings and investor
roadshows. For more information about the company, please visit www.naspers.com.
Certain statements in this announcement constitute "forward looking statements"
within the meaning of Section 27A of the US Securities Act of 1933 and Section
21E of the US Securities Exchange Act of 1934. Such forward looking statements
involve known and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements of Naspers to be
materially different from the future results, performance or achievements
expressed or implied by such forward looking statements. These factors include
those discussed in our reports submitted to the SEC. We undertake no obligation
to update publicly or release any revisions to these forward looking statements
to reflect events or circumstances after the date of this announcement or to
reflect the occurrence of unanticipated events.
Cape Town
17 May 2007
Sponsor
Investec Bank Limited
Date: 17/05/2007 10:00:03 Produced by the JSE SENS Department.
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