AMSTERDAM–(BUSINESS WIRE)–Prosus N.V. (Prosus) (Euronext Amsterdam: PRX; JSE: PRX) (the “Offeror”) announces today the results of the tender offer that the Offeror commenced on July 6, 2021, for any and all of the U.S.$1,200,000,000 5.500% Notes due 2025 and the U.S.$1,000,000,000 4.850% Notes due 2027 (the “Securities”), each issued by the Offeror and guaranteed by Naspers Limited, a company incorporated under the laws of South Africa, for cash (the “Offer”). The terms and conditions of the Offer are described in an offer to purchase dated July 6, 2021 (the “Offer to Purchase”). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

On July 13, 2021, the Offeror announced the Purchase Prices in respect of the Securities.

The Expiration Deadline for the Offer was 5:00 p.m. (New York City time) on July 13, 2021. The aggregate principal amount of Securities validly tendered and not withdrawn by the Expiration Deadline was U.S.$1,361,105,000, as well as U.S.$2,855,000 tendered using Guaranteed Delivery Procedures, which have yet to be delivered.

The following table sets forth certain information relating to pricing of the Offer, as announced yesterday, July 13, 2021, as well as the results of the Offer:

Title of Security

ISIN/CUSIP

Principal Amount Outstanding

Par Call Date

U.S. Treasury Reference Security

Reference Yield

Fixed Spread

(basis points)

Purchase Price

Aggregate Principal Amount Accepted for Purchase(1)

5.500% Notes due 2025

Rule 144A: US62856RAC97 / 62856RAC9

Regulation S: USN5946FAC16 / N5946FAC1

U.S.

$1,200,000,000

April 21, 2025

0.875% due June 30, 2026

0.820%

35

U.S.$1,159.12 per U.S.$1,000 principal amount

U.S.$975,251,000

4.850% Notes due 2027

Rule 144A: US62856RAD70 / 62856RAD7

Regulation S: USN5946FAD98 / N5946FAD9

U.S.

$1,000,000,000

April 6, 2027

0.875% due June 30, 2026

0.820%

105

U.S.$1,161.10 per U.S.$1,000 principal amount

U.S.$385,854,000

(1)

Excluding U.S.$508,000 principal amount of 5.500% Notes due 2025 tendered using Guaranteed Delivery Procedures and U.S.$2,347,000 principal amount of 4.850% Notes due 2027 tendered using Guaranteed Delivery Procedures.

In addition to the payment of the Purchase Prices, each Holder whose Securities are validly tendered and delivered (and not validly withdrawn) (including those validly tendered in accordance with the Guaranteed Delivery Procedures) and accepted for purchase will also be paid Accrued Interest equal to interest accrued and unpaid on the Securities from (and including) the immediately preceding interest payment date for the Securities to (but excluding) the Settlement Date.

Accrued Interest will cease to accrue on the Settlement Date, and (in the case of Securities for which the Guaranteed Delivery Procedures are used) no additional accrued interest will be paid in respect of the period from the Settlement Date to the Guaranteed Delivery Settlement Date.

The Purchase Prices and the Accrued Interest for the Securities validly tendered (and not validly withdrawn) in the Offer will be paid on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable (subject to any postponement of the applicable Settlement Date or the Guaranteed Delivery Settlement Date, as applicable, as described in the Offer to Purchase).

The Settlement Date and the Guaranteed Delivery Settlement Date are expected to occur on July 15, 2021 and July 16, 2021, respectively. Securities purchased pursuant to the Offer will be retired and cancelled.

FURTHER INFORMATION

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers:

BofA Securities Europe SA

51 rue La Boétie

75008 Paris

France

Attention: Liability Management Group

Telephone (Europe):

+33 1 877 01057

Telephone (U.S. Toll Free):

+1 (888) 292-0070

Telephone (U.S.):

+1 (980) 387-3907

Email: DG.LM-EMEA@bofa.com

Citigroup Global Markets Limited

Citigroup Centre

Canada Square, Canary Wharf

London E14 5LB

United Kingdom

Attention: Liability Management Group

Telephone (Europe):

+44 20 798 68969

Telephone (U.S. Toll Free):

+1 (800) 558 3745

Telephone (U.S.):

+1 (212) 723-6106

Email: liabilitymanagement.europe@citi.com

Questions and requests for assistance in connection with the tender of Securities may be directed to:

INFORMATION & TENDER AGENT

D.F. King

Email: prosus@dfkingltd.com
Offer Website: https://sites.dfkingltd.com/prosus

In New York:

48 Wall Street

New York, New York 10005

United States

Banks and Brokers, Call Collect: +1 (212) 269-5550

All Others, Call Toll-Free: +1 (800) 347-4750

In London:

65 Gresham Street

London EC2V 7NQ

United Kingdom

Tel: +44 20 7920 9700

NOTICE AND DISCLAIMER

Subject to applicable law, the Offeror or any of its affiliates may, at any time and from time to time following completion or cancellation of the Offer, purchase remaining outstanding Securities through open market or privately negotiated transactions, through tender offers, exchange offers, redemptions or otherwise on such terms and at such prices as the Offeror or, if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favorable than those offered pursuant to the Offer.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any Holder of Securities is in any doubt as to the action it should take, it is recommended to seek its own legal, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, the Dealer Managers, the Information & Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Securities should participate in the Offer.

This announcement contains information that qualifies, or may qualify, as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014.

Cautionary Statement

This announcement includes forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Offeror’s control and all of which are based on the Offeror’s current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “aim”, “annualized”, “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “goal”, “hope”, “intend”, “likely”, “may”, “objective”, “plan”, “position”, “potential”, “predict”, “project”, “risk”, “seek”, “should”, “target”, “will” or “would” or the highlights or the negatives thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Offeror. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

Forward-looking statements in this announcement speak only as of the date they are made. Except as required by applicable laws and regulations, the Offeror expressly disclaims any obligation or undertaking to update or revise the forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based.

General

This announcement is for informational purposes only and shall not constitute an offer to buy, a solicitation to buy or an offer to sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. Please see the Offer to Purchase for certain important information on offer restrictions applicable to the Tender Offer.

About Prosus

Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities. The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology sectors in markets including India, Russia, and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs who are using technology to improve people’s everyday lives.

Every day, millions of people use the products and services of companies that Prosus has invested in, acquired or built, including Avito, Brainly, BUX, BYJU’S, Bykea, Codecademy, DappRadar, DeHaat, dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay, letgo, Meesho, Movile, OLX, PayU, Quick Ride, Red Dot Payment, Remitly, Republic, Shipper, SimilarWeb, Skillsoft, SoloLearn, Swiggy and Udemy.

Hundreds of millions of people have made the platforms of Prosus’s associates a part of their daily lives. For listed companies where we have an interest, please see: Tencent, Mail.ru, Trip.com Group Limited, and DeliveryHero.

Today, Prosus companies and associates help improve the lives of around a fifth of the world’s population.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.

Contacts

Eoin Ryan
Head of Investor Relations
Tel: +1 347-210-4305

Email: eoin.ryan@prosus.com

Sarah Ryan
Media Relations, International
Mobile: +31 6 297 21038

Email: sarah.ryan@prosus.com

Shamiela Letsoalo
Media Relations, South Africa
Mobile +27 78 802 6310

Email: shamiela.letsoalo@prosus.com