Prosus Capitalisation Issue: Shareholders Gain with New Shares

  • Finalization of Capitalisation Issue: Prosus N.V. completes its Capitalisation Issue, offering new shares to streamline its corporate structure.
  • Entitlement Ratios: Shareholders receive new listed shares based on specified entitlement ratios, enhancing shareholder value.
  • Resumption of Repurchase Programme: The Repurchase Programme, temporarily suspended, will resume on September 18, 2023, benefiting shareholders.
Prosus N V Share Buyback

In a recent announcement, Prosus N.V. disclosed the completion of its Capitalisation Issue, a critical step in its ongoing strategic initiatives. The Capitalisation Issue involves the allocation of new listed shares to shareholders as part of a broader effort to streamline its corporate structure and enhance shareholder value.

Entitlement Ratios: One of the key aspects of this Capitalisation Issue is the determination of entitlement ratios for different classes of Prosus shares. These ratios are based on the share counts as of August 30, 2023. Here’s a breakdown of how it affects various shareholders:

Shareholder CategoryEntitlement RatioNew Shares Allocated
Prosus Free-Float Shareholders1.17960 new listed Prosus Ordinary Shares N for each existing Prosus Ordinary Share N held808,533,377 new listed Prosus Ordinary Shares N issued
Prosus A Shareholders0.4465437 new Prosus Ordinary Shares A for each Prosus Ordinary Share A held1,990,089 new Prosus Ordinary Shares A issued
Naspers1.5427717 new Prosus Ordinary Shares B for each Prosus Ordinary Share B held1,741,029,828 new Prosus Ordinary Shares B issued

Prosus Free-Float Shareholders will be pleased to know that only whole numbers of Prosus Ordinary Shares N will be issued, with fractional entitlements being rounded down to the nearest whole number. Any remaining fractional entitlements will be sold, and shareholders will receive the cash value of these fractional shares.

Trading of New Shares: The new Prosus Ordinary Shares N resulting from the Capitalisation Issue will be admitted to listing and trading on Euronext Amsterdam, with effect from Monday, September 18, 2023. Furthermore, these shares will also be listed on the Main Board of the Johannesburg Stock Exchange (JSE) and A2X, offering shareholders multiple trading platforms.

Important Dates: The Capitalisation Issue comes with a set of salient dates to mark on your calendar:

  • Last day to trade in Prosus Ordinary Shares N on the JSE and A2X before the Capitalisation Issue: Tuesday, September 12, 2023.
  • Trading in Prosus Ordinary Shares N takes place “ex” the entitlement to participate in the Capitalisation Issue on the JSE and A2X: Wednesday, September 13, 2023.
  • Last day to trade in Prosus Ordinary Shares N on Euronext Amsterdam before the Capitalisation Issue: Wednesday, September 13, 2023.
  • Trading in Prosus Ordinary Shares N takes place “ex” the entitlement to participate in the Capitalisation Issue on Euronext Amsterdam: Thursday, September 14, 2023.
  • Announcement of the cash value of fractional entitlements to Prosus Ordinary Shares N for JSE purposes: Before 11:00 (SAST) on Thursday, September 14, 2023.
  • Transaction Record Date for the Capitalisation Issue: Friday, September 15, 2023.
  • Effective date of the Capitalisation Issue and the listing of new Prosus Ordinary Shares N: Monday, September 18, 2023.
  • Custodian accounts of Shareholders updated with their entitlement under the Capitalisation Issue: Monday, September 18, 2023.

It’s important to note that there will be no rematerialization or dematerialization between September 12, 2023, and September 15, 2023, as the Prosus Register will be closed during this period. Cross-border removals of Prosus Ordinary Shares N between Euronext Amsterdam and the JSE will also not be allowed during the same timeframe.

Resumption of Repurchase Programme: The announcement also brings good news for shareholders regarding the Repurchase Programme, which was temporarily suspended on August 30, 2023, to facilitate the Capitalisation Issue. The repurchase of Prosus Ordinary Shares N under the Repurchase Programme is set to resume from Monday, September 18, 2023.

Prosus N.V.’s strategic move to finalize the Capitalisation Issue and streamline its corporate structure demonstrates its commitment to enhancing shareholder value and optimizing its operations. Shareholders are advised to refer to the Circular and the Notice of General Meeting for comprehensive details about the Capitalisation Issue and its impact.

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