| Thu 8 Mar 2007, 8:29 | | NOT FOR RELEASE |
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NPN
NPN
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
NPN - Naspers Limited - Naspers capital raising oversubscribed; priced at ZAR163
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 CAPITAL RAISING OVERSUBSCRIBED; PRICED AT ZAR163
Naspers is pleased to announce the successful pricing of the capital raising
announced on 27 February 2007 (the "Capital Raising").
In the Capital Raising, 39.9 million new Naspers "N" shares ("New "N" Shares")
have been placed by Citigroup Global Markets Limited ("Citigroup" or the
"Bookrunner") with institutional investors by way of a private placement at an
offer price of ZAR163.00 (the "Offer Price") per New "N" Share. The Capital
Raising was oversubscribed by a substantial margin and the Offer Price of
ZAR163.00 represents a discount of 1.2% to the closing price of Naspers "N"
shares on the JSE Limited (the "JSE") on 7 March 2007 and a discount of 9.0% to
the weighted average traded price of Naspers "N" shares on the JSE over the 30
prior trading days. Based on the Offer Price, the gross proceeds to be received
by Naspers will be approximately ZAR6.5 billion, or approximately US$875 million
(at an indicative ZAR/US$ exchange rate of 7.43). The New "N" Shares represent
approximately 12.4 per cent of Naspers` issued "N" ordinary share capital prior
to the Capital Raising.
Proceeds from the Capital Raising will be used in the execution of Naspers`
investment strategy and to replenish internal resources utilised for the
purposes of acquiring interests in the Russian internet portal Mail.ru and the
Brazilian magazine publisher Abril.
Commenting on the Capital Raising, Koos Bekker, Chief Executive Officer of
Naspers, said: "Global market conditions over the past week were unusually
rough. We are delighted with the positive response and with the oversubscription
achieved. The capital raising attracted a number of new, high quality
shareholders and we welcome them to Naspers. We are also grateful that many of
our existing shareholders participated substantially and we value their loyal
support. We can now execute our strategy and hope to build an even better
company."
As is customary in both local and international primary capital raisings, the
Bookrunner has been granted an over-allotment option ("the Over-allotment
Option"). Pursuant to this Over-allotment Option, the Bookrunner may require
Naspers to issue an additional 5.7 million New "N" Shares ("the Over-allotment
Shares") at the Offer Price, in order to cover over-allotments, if any. The
Bookrunner may exercise the Over-allotment Option in whole or in part for a 30-
day period commencing today.
In connection with this Capital Raising, Citigroup, as stabilising manager, may
over-allot or effect transactions which may support the market price of Naspers
"N" Shares at a level higher than that which might otherwise prevail for a
limited period after today. However, there is no obligation on Citigroup to do
so. Such stabilising action may under no circumstances continue beyond the 30th
calendar day after today.
The New "N" Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued "N" ordinary shares of
Naspers, including the right to receive future dividends and other distributions
declared, made or paid after the date of their issue. Application will be made
for the New "N" Shares to be admitted to trading on the JSE ("Admission").
Admission, settlement and commencement of dealings are expected to take place on
or around 15 March 2007.
Citigroup is acting as sole global co-ordinator, bookrunner and stabilising
manager in the Capital Raising.
For further information, please contact the following:
Naspers:
Steve Pacak Mark Sorour
Chief Financial Officer Chief Investment Officer
Tel: +27-21-406-2480 Tel: +27-21-406-3008
Mob: +27-83-250-0006 Mob: +27-83-250-0000
Fax: +27-21-406-2921 Fax: +27-21-406-2890
Citigroup:
Darren Uden Tom Attenborough
Managing Director Director
Tel: +44-20 7986-0410 Tel: +44-20 7986-0440
Fax: +44-20 7986-1103 Fax: +44-20 7986-1139
Disclaimer
This announcement has been issued by, and is the sole responsibility of Naspers
Limited.
The distribution of this announcement and the offer and sale of Naspers Limited
N shares in certain jurisdictions may be restricted by law. Any persons reading
this announcement should inform themselves of, and observe, any such
restrictions. This announcement is not for publication or distribution, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District of
Columbia). This announcement does not in any manner constitute an invitation to
invest or an advertisement, notification, statement or announcement soliciting
investment in the shares of Naspers Limited or an offer of securities for sale
in the United States or in any jurisdiction in which such an offer or
solicitation is unlawful. 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, and may not be offered or sold in the United States, except pursuant to
registration or an applicable exemption from registration. No public offering of
securities is being made into the United States.
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 Limited
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.
Within the United Kingdom, this announcement is directed only at persons who
have professional experience in matters relating to investments who fall within
article 19(5) of the United Kingdom Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (as amended) (the "Order") or are persons
falling within article 49(2)(a) to (d) ("high net worth individuals,
unincorporated associations etc.") of the Order (all such persons together being
referred to as "relevant persons"). This communication must not be acted on or
relied on by persons who are not relevant persons. Any investment or investment
activity to which this communication relates is available only to relevant
persons and will be engaged in only with relevant persons. As regards all
persons other than relevant persons, the details of the Capital Raising and
bookbuilding set out in this announcement are for information purposes only.
No prospectus offering securities to the public will be published. Citigroup is
acting for Naspers Limited and no one else in connection with the Capital
Raising and will not be responsible to any other person for providing the
protections afforded to their respective clients, or for providing advice in
relation to the Capital Raising.
Stabilisation / FSA
Date: 08/03/2007 08:29:55 Produced by the JSE SENS Department.
