Naspers will list on its consumer Internet business on Amsterdam’s Euronext exchange on 17 July, subject to market conditions, in a bid to unlock shareholder value.
The South African Internet and media giant said on Wednesday that it will retain about 73% of the yet-to-be-named company after its European flotation.
The new listing will include Naspers’s approximately 31% stake in Tencent and it’s expected it will have a market capitalisation of more than €100-billion (R1.65-billion).
Naspers will hold an extraordinary general meeting of shareholders in Cape Town on 28 June.
Under the scheme, Naspers shareholders will ultimately receive, on a pro rata basis, either an additional direct or indirect interest in the newly listed company, depending on whether they take shares of NewCo outright or elect to receive additional shares of Naspers.
A Naspers shareholder electing to receive NewCo shares will be issued one Naspers M ordinary share (which converts into one NewCo ordinary share) for every one Naspers N ordinary share held.
Shareholders electing to receive additional N shares of Naspers will be issued with 0.36986 additional Naspers N shares for every one Naspers N ordinary share held.
Where such an election is made, Naspers will be issued the underlying one NewCo N ordinary share that would otherwise have been issued to the Naspers shareholder. “This ensures that the shareholder will end up with the same effective interest (albeit indirect) in NewCo through the ownership of the Naspers ordinary shares, as a shareholder that took shares of NewCo,” the group said.
Mail.ru, Delivery Hero, Swiggy
Other businesses that will form part of the NewCo listing include Naspers’s investments in Russian Internet platform Mail.ru, German food delivery specialist Delivery Hero and Indian e-commerce player Swiggy.
Naspers expects that the listing will unlock additional value for Naspers shareholders as the company continues to trade at a discount to the value of its stake in China’s Tencent.
In an interview with TechCentral in March, Naspers chief financial officer Basil Sgourdos said there are multiple reasons for the discount.
“Over the last three years, we have worked really hard to address many of them, whether it’s the MultiChoice Group unbundling, whether it’s improving the growth of the profitability of our core e-commerce segments, or whether it’s improving transparency and disclosure of what’s actually going on the business… But what we’ve done now is we’ve done a graph showing what happened to the discount relative to our weighting on the JSE, and those two lines are almost perfectly correlated,” he said.
“As our weighting on the JSE increases, our discount widens — almost a perfect correlation. Why is that happening? Because as much as South African investors want to hold Naspers, they can’t; they are too exposed to a single stock. In a dynamic like that, it’s very hard for a market to ascribe value.
“South African shareholders are 40% of our shareholder base right now. We won’t have that issue in Amsterdam. Although we’ll be the third largest company on that exchange and in the top 10 in terms of share-weighted indexation, we will not be anywhere near the 25% (of the JSE) we are now. What will happen is we won’t have these forced sellers as the valuation keeps going up.
“With Naspers being a (73%) shareholder of (NewCo), we hope that in time that value will also be reflected in Naspers,” Sgourdos said. — (c) 2019 NewsCentral Media
