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Update on Repurchase Programme in terms of Paragraph 11.27 of the JSE Listings Requirements
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000325783
(Naspers)
UPDATE ON REPURCHASE PROGRAMME IN TERMS OF PARAGRAPH 11.27 OF THE JSE LISTINGS REQUIREMENTS
1. INTRODUCTION
Shareholders are referred to the announcements issued by Naspers and Prosus N.V.
("Prosus") on 27 June 2022 and thereafter in respect of the ongoing open-ended
repurchase programme (the "Repurchase Programme Announcements") of: N
ordinary shares in the share capital of Naspers ("Naspers Shares") from the Naspers
free-float shareholders on the Johannesburg Stock Exchange
(the "Naspers Repurchase Programme"); and ordinary shares N in the capital of
Prosus ("Prosus Shares") from the Prosus free-float shareholders on Euronext
Amsterdam (the "Prosus Repurchase Programme", and together with the Naspers
Repurchase Programme, the "Group Repurchase Programme").
Pursuant to paragraph 11.27 of the JSE Listings Requirements, shareholders are advised
that as at 9 April 2025, Naspers, directly and through its wholly owned subsidiary, Main
Street 2020 Proprietary Limited ("Main Street"), has cumulatively purchased
5,193,634 Naspers Shares pursuant to the Naspers Repurchase Programme,
representing 3.158% of Naspers's issued Naspers N share capital, during the period
outlined below, in terms of the general authority granted by shareholders.
2. DETAILS OF THE SHARE PURCHASE
Dates of purchases of Naspers Shares: 10 January 2025 – 9 April 2025
Highest price paid per Naspers Share: ZAR4,955.59
Lowest price paid per Naspers Share: ZAR3,576.95
Number of Naspers Shares acquired: 5,193,634
Total value of Naspers Shares acquired: ZAR22.92bn
The Naspers Repurchase Programme is effected through the order book operated by the
JSE trading system in a series of unrelated trades without any prior understanding or
arrangement between Naspers, Main Street, and the counter parties. The Naspers
Repurchase Programme was put in place prior to any prohibited period as envisaged in
the JSE Listings Requirements, in accordance with paragraph 5.72(h) of the JSE Listings
Requirements.
At the virtual annual general meeting held on 22 August 2024 shareholders granted a
general authority to repurchase Naspers Shares (which superseded the general
authority granted on 24 August 2023). As at 9 April 2025, 25,131,070 Naspers Shares,
representing 14,079% of the total number of issued Naspers Shares on the date that
the authority was granted, remain outstanding under the current repurchase authority.
The number of treasury shares in Naspers decreased to 3,148,002 Naspers Shares
during the repurchase period outlined above, as the Naspers Shares held by Main Street
and part of the shares repurchased by Naspers had been cancelled.
3. STATEMENT BY THE DIRECTORS OF NASPERS
Having regard to the decision of the Naspers board of directors to implement the
Naspers Repurchase Programme and after considering the effects of the remaining
component thereof, pursuant to the JSE Listings Requirements the board of directors of
Naspers states that:
i. Naspers and its group will be able, in the ordinary course of business, to pay their
debts as they become due for a period of 12 months following the date of this
announcement;
ii. the assets of Naspers and its group will be in excess of the liabilities of Naspers
and its group for a period of 12 months following the date of this announcement;
iii. the share capital and reserves of Naspers and its group will be adequate for
ordinary business purposes for a period of 12 months following the date of this
announcement;
iv. the working capital of Naspers and its group will be adequate for ordinary business
purposes for a period of 12 months following the date of this announcement.
4. SOURCE OF FUNDS
The Prosus Shares are sold on Euronext Amsterdam in an orderly manner on a daily
basis to fund the subsequent repurchase of Naspers Shares under the Naspers
Repurchase Programme, as outlined in the Repurchase Programme Announcements
(the "Prosus Disposal").
5. IMPACT OF THE SHARE PURCHASE ON THE FINANCIAL INFORMATION OF NASPERS
During the repurchase period outlined above, 29,730,172 Prosus Shares have been sold
pursuant to the Prosus Disposal, resulting in aggregate net proceeds of approximately
some R23.7bn. The net proceeds of the Prosus Disposal have been applied to fund the
Naspers Repurchase Programme.
Cape Town, South Africa
10 April 2025
JSE sponsor to Naspers
Investec Bank Limited
Enquiries
Investor Enquiries +1 347-210-4305
Eoin Ryan, Head of Investor Relations
Media Enquiries +31 6 15494359
Charlie Pemberton, Communications Director
Media Enquiries +27 81 431 4855
Sibusiso Tshabalala, Head of Communications,
South Africa
About Naspers
Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors
in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer
internet companies that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam, and a secondary listing
on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and ecommerce
companies. These include Takealot, Mr D Food, Autotrader, Property24 and PayU, in addition to Media24, South Africa's leading print and digital
media business.
Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange (NPN.AJ) in South Africa
and a level 1 American Depository Receipt (ADR) programme which trades on an over-the-counter basis in the US.
For more information, please visit www.naspers.com..
Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa's unemployed youth into economic
activity, was launched. Naspers Labs focuses on digital skills and training, enabling young people to pursue tech careers.
Disclaimer
The Repurchase Programme is being conducted in accordance with Articles 5(1) and 5(3) of Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse ("Market Abuse Regulation") and Articles 2 to 4 of Commission Delegated
Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions
applicable to buy-back programmes and stabilisation measures (the "Delegated Regulation"). This document is issued in connection with the
disclosure and reporting obligation set out in Article 2(1) of the Delegated Regulation.
This document contains information that qualifies as inside information within the meaning of Article 7(1) of the Market Abuse Regulation.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking
statements involve all matters that are not historical and may be identified by the words "anticipate", "believe", "estimate", "expect", "intend",
"may", "should", "will", "would" and similar expressions or their negatives, but the absence of these words does not necessarily mean that a
statement is not forward-looking. These statements reflect Prosus's intentions, beliefs or current expectations, involve elements of subjective
judgement and analysis and are based upon the best judgement of Prosus as of the date of this announcement, but could prove to be wrong.
These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and
uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.
Any forward-looking statements are made only as of the date of this announcement and neither Prosus nor any other person gives any
undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the
date of this announcement or to update or keep current any of the information contained herein, any changes in assumptions or changes in
factors affecting these statements and this announcement is not a representation by Prosus or any other person that they will do so, except to
the extent required by law.
Date: 10-04-2025 05:50:00
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