| Tue 22 Aug 2023, 17:10 | | Informative Notice – 20230822 Naspers and Prosus Cross-Holding Structure Transaction |
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Informative Notice – 20230822 Naspers and Prosus Cross-Holding Structure Transaction
CORPORATE
Naspers (South Africa) and Prosus (South Africa): Cross-Holding
Structure Transaction
Informative Notice
22 August 2023
FTSE/JSE note the announcements by Naspers (South Africa, ZAE000015889) and Prosus (South Africa,
NL0013654783) in relation to capitalisation issues intended to remove their cross-holding structure.
In the Prosus capitalisation issue, minority shareholders will receive newly issued Prosus shares, while
Naspers have waived their entitlement in respect of their shareholding in Prosus and consequently their
stake will be diluted. In the Naspers capitalisation issue, minority shareholders will receive 4,999 shares
for each share held, while Prosus have waived their entitlement in respect of their shareholding in
Naspers. This will be followed immediately by a share consolidation of 1:5,000 for all shares. The
resultant outcome is that all shareholders, excluding Prosus, will receive one share for each share held,
and consequently Prosus’ shareholding in Naspers will be diluted.
The transactions are subject to Prosus and Naspers shareholder meetings on 23 August and 24 August
(respectively). The finalisation announcement, transaction timetable and ratio for the Prosus
capitalisation issue are expected to be announced on 01 September 2023.
Subject to shareholder approval and confirmation of further details, FTSE/JSE anticipate the following
treatment:
On the effective date:
The price and index shares of Prosus will be adjusted to reflect the terms of the capitalisation issue.
Simultaneously, if adequate notice can be provided, or shortly thereafter if not, the shares in issue and
investability weighting will also be updated to reflect Naspers not being entitled to receive the Prosus
capitalisation issue. The shares in issue and investability weighting in Naspers will also be updated to
reflect Prosus not being entitled to receive the Naspers capitalisation issue. Both of these adjustments
will result in no change to the index shares of Naspers and Prosus.
Please note: Naspers and Prosus are currently subject to group entity capping within the FTSE/JSE
capped indices. The cross-holding structure transaction will occur after the September review cut-off
date and there will be no adjustment to the process. Following the cross-holding structure changes, the
companies will continue to be assessed based on the Group entity capping requirements detailed within
the FTSE/JSE Africa Index Series Ground rules, and based on the structure as of the relevant cut-off
date.
FTSE/JSE will issue further notices in due course.
CORPORATE
For further information please contact FTSE Russell Client Services at info@ftserussell.com or call:
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Date: 22-08-2023 05:10:00
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