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« on: December 03, 2015, 05:38:28 pm »
LAUNCH OF AN ACCELERATED BOOKBUILD OF UP TO US$2.5BN
1. Introduction
Naspers is launching a capital raising by way of a private placement to institutional investors, of
approximately 17.1 million new Naspers N ordinary shares (the “Shares”), to raise up to
US$2.5bn (the "Capital Raising"). The Shares will be issued under Naspers’s existing general
authority to issue shares for cash and pursuant to a vendor consideration placing.
2. Rationale for the Capital Raising and use of proceeds
The Capital Raising will provide Naspers with additional capacity to execute its successful
strategy of investing in high-growth internet and ecommerce companies with proven business
models, including Naspers’s proposed acquisition of Avito. On 23 October 2015, Naspers
announced that it had reached an agreement to increase its stake in Avito from 17.4% to 67.9%
for a consideration of US$1.2bn ("Avito Acquisition"). Since then, Naspers has received
approval from the South African Reserve Bank and the Russian Federal Antimonopoly Service
for the Avito acquisition, and Naspers expects such transaction to close before the end of this
calendar year.
Up to US$1.2bn of the Capital Raising will be raised under the vendor consideration placing and
these funds will be used to settle the cash consideration payable to vendors under the Avito
Acquisition.
Commenting on the Capital Raising, Bob van Dijk, the Chief Executive Officer of Naspers, said:
"As a company we are very proud of how we have grown Naspers into one of the leading multi-
national internet and media groups and the returns we have delivered to all of our stakeholders.
The Capital Raising will finance the Avito acquisition as well as provide us with the financial
flexibility to continue to deliver on our strategy of investing in high-growth internet and
ecommerce companies to continue to drive returns for our shareholders".
3. Launch of the bookbuild
The Capital Raising will take place at a price to be established through an accelerated
bookbuilding process to be conducted by Citigroup Global Markets Limited and Morgan Stanley
& Co. International plc acting as joint bookrunners (collectively, the “Joint Bookrunners”).
Bookbuilding will begin with immediate effect. The timing of the closing of the book, the pricing
of the Shares and the making of allocations are in the absolute discretion of Naspers and the
Joint Bookrunners.
Absa Bank Limited, acting through its Corporate and Investment Banking division, BNP Paribas
and ING Bank N.V. are acting as co-lead managers and Rand Merchant Bank, a division of
FirstRand Bank Limited is acting as co-manager (together with the Joint Bookrunners and the
co-lead managers the “Banks”).
The 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 after the date of their issue. Trading of the Shares on
the exchange operated by the JSE Limited (the "JSE") is expected to commence at the start of
trading, 5 business days after closing.
The bookbuild process will be subject to normal share trading practices, the relevant rules,
regulations and procedures of the JSE, applicable laws and regulations and the settlement
authority of Strate Proprietary Limited.
Cape Town
3 December 2015
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