| Fri 9 Mar 2007, 16:59 | | 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 - Exercise of over allotment option
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 EXERCISE OF OVER-ALLOTMENT OPTION
Further to the announcements on 27 February 2007 and 8 March 2007 regarding its
capital raising (the "Capital Raising"), Naspers today announces that Citigroup
Global Markets Limited ("Citigroup" or the "Bookrunner") has exercised in full
the over-allotment option granted by Naspers (the "Over-allotment Option").
Pursuant to the exercise of the Over-allotment Option, in order to cover over-
allotments, Naspers will issue an additional 5.7 million new "N" ordinary shares
(the "New "N" Shares", "the Over-allotment Shares") at ZAR163.00 per New "N"
Share, which is the offer price achieved in the Capital Raising. As a result,
the gross proceeds to be received by Naspers will increase by approximately
ZAR929 million to approximately ZAR7.4 billion (equivalent to approximately
US$1.0 billion). Following the exercise of the Over-allotment Option, the total
number of New "N" Shares to be issued in the Capital Raising is 45.6 million New
"N" Shares. This represents approximately 14.2 percent of Naspers` issued "N"
ordinary share capital prior to the Capital Raising.
The New "N" Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing "N" ordinary shares of Naspers in
issue prior to the Capital Raising, 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, including the Over-
allotment Shares, to be admitted to trading on the JSE Limited ("JSE").
The Capital Raising is being implemented primarily by way of an issue of shares
for cash in accordance with the terms of the general authority granted to the
directors of Naspers at the annual general meeting of Naspers held on 25 August
2006.
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
Fax: +27-21-406-2921 Fax: +27-21-406-2890
Citigroup:
Darrell 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: 09/03/2007 16:59:57 Produced by the JSE SENS Department.
