(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
Share code: NPN ISIN: ZAE000015889
(“Naspers” or “the company”)
RESULTS OF THE PHUTHUMA NATHI INVESTMENTS LIMITED (“PHUTHUMA
NATHI”) PUBLIC OFFER AND THE INTRODUCTION OF FURTHER
BLACK ECONOMIC EMPOWERMENT SHAREHOLDERS INTO
MULTICHOICE AFRICA (PROPRIETARY) LIMITED (“MCSA”)
Naspers, in furtherance of its empowerment objectives, recently implemented a Broad-Based Black Economic Empowerment (“BEE”)
ownership initiative in relation to MCSA.This initiative, the Phuthuma Nathi BEE transaction, will result in the acquisition by qualifying Black Persons and Black Groups (“General Black Public” or
Black Participants”) of ordinary shares in the issued share capital of
Phuthuma Nathi.The latter will hold ordinary shares in the issued share capital of MultiChoice
South Africa Holdings (Proprietary) Limited (“MCSA Holdings”), the holding company of MCSA. Shareholders are referred to the Naspers announcement published
on 26 September 2006 in this regard.
RESULTS OF THE PHUTHUMA NATHI PUBLIC OFFER AND ALLOCATION OF SHARES
Approximately 120 000 applications were received for the 45 000 000 Phuthuma Nathi ordinary shares offered to the public (“the public offer”), pursuant to the
public offer that closed on 3 November 2006 (“the closing date”).The details are as follows:
• Number of Phuthuma Nathi ordinary shares applied for: 130 804 555
• Rand amount of R1 308 045 550.
Based on these figures, the offer was almost three times subscribed.The processing of applications is currently under way and should be finalised within 10 days. In
keeping with the broad-based objective of the offer, and subject to all applications having been verified, it has been resolved that all Black Person and Black Group
applicants that applied for up to R50 000 in value, will be allocated the full number of Phuthuma Nathi ordinary shares they applied for (5 000). Applicants who
applied for more than 5 000 Phuthuma Nathi ordinary shares, will receive 5 000 Phuthuma Nathi ordinary shares. This allocation will result in approximately
98% of all applicants receiving the full number of Phuthuma Nathi ordinary shares they applied for.
The process to refund excess application monies will begin in mid-December 2006.
RATIONALE FOR A FURTHER MCSA EMPOWERMENT TRANSACTION
Naspers recently announced that it had concluded an agreement with Johnnic Communications Limited (“Johncom”), subject to certain conditions precedent.
In terms of this agreement, Naspers would exchange N ordinary shares and cash for Johncom’s direct and indirect interests in Electronic Media Network
Limited/SuperSport International Holdings Limited (“M-Net/SuperSport”) (“the M-Net/SuperSport transaction”).
Once the M-Net/SuperSport transaction is completed, Naspers intends to transfer its total direct and indirect stake in M-Net/SuperSport into MCSA, which may
result in the effective BEE interest in MCSA reducing by some 2,5%.
To compensate for this, and to boost the BEE ownership of MCSA further, Naspers has agreed to make up to a further 7,5% indirect interest in MCSA available
for empowerment. This is expected to be implemented by means of a public offer by a new company (“NewCo”) in the first quarter of 2007 (the “New Public
THE FURTHER MCSA EMPOWERMENT TRANSACTION
The ordinary shares in NewCo will only be offered to those eligible Black Persons and Black groups that applied for shares in the Phuthuma Nathi and Welkom
Yizani (the Media24 Limited empowerment transaction) public offers and who were not allocated all the shares in those respective public offers that they applied
for (“eligible NewCo appÏlicants”).
The terms of the New Public Offer by NewCo are expected to be substantially the same as those of the Phuthuma Nathi public offer.The maximum quantum that
may be applied for by eligible NewCo applicants will be the figure by which the amounts applied for in the Phuthuma Nathi and Welkom Yizani public offers were
not allocated, subject to a limit of R22,5 million per applicant.
MECHANICS OF THE FURTHER MCSA EMPOWERMENT TRANSACTION
MCSA Holdings owns 100% of MCSA. Subsequent to the finalisation of the Phuthuma Nathi public offer, and prior to the proposed
New Public Offer, 85% of MCSA Holdings will be held by MIH Holdings Limited (“MIH Holdings”).
MIH Holdings is expected to sell up to 7,5% of MCSA Holdings to NewCo, having regard to the fact that MCSA Holdings’ only asset is
its shareholding in MCSA.
NewCo will finance each MCSA Holdings ordinary share purchased as follows:
the issue to eligible NewCo participants of one NewCo ordinary share at an issue value of 20% of the price payable for one
MCSA Holdings ordinary share;
• the issue to MIH Holdings of four NewCo preference shares at an issue price of 80% of the price payable for one
MCSA Holdings ordinary share.The NewCo
preference shares will be redeemable over 10 years or such extended period as
MIH Holdings may allow. Dividends are calculated at the rate of 75% of the
prime interest rate.
INFORMATION RELATING TO MCSA
MCSA is South Africa’s premium pay-television and internet business. MCSA also has a 29,98% interest in M-Net/SuperSport and
100% in M-Web Holdings (Proprietary) Limited (“MWEB”). Subject to the M-Net/SuperSport transaction closing, the balance of the
equity of M-Net/SuperSport will be injected into MCSA.