INTENTION TO LIST INTERNATIONAL INTERNET ASSETS ON EURONEXT AMSTERDAM - Naspers
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INTENTION TO LIST INTERNATIONAL INTERNET ASSETS ON EURONEXT AMSTERDAM
Naspers plans to list its international internet assets on Euronext Amsterdam
• Naspers intends to list its international internet assets on Euronext
Amsterdam with a secondary inward listing on the Johannesburg Stock
Exchange (JSE)
• The listing will comprise Naspers’ international consumer internet assets,
including Tencent, Classifieds, Payments and Food Delivery
• This transaction aligns well with future growth ambitions and commitment to
maximise shareholder value over time
• The listing improves access and investment appeal to global internet investors
• Naspers will own approximately 75% of the newly listed company (NewCo)
and remain listed on the JSE
• NewCo’s free float to be created through a capitalisation issue of NewCo
shares to Naspers shareholders
• Necessary approvals from the National Treasury and the South African
Reserve Bank have been obtained
• The transaction is subject to obtaining the requisite regulatory and
shareholder approval
1Naspers has grown rapidly into a Top 10 consumer internet company
Top 10 consumer internet stocks by market cap1 Naspers revenue geographic breakdown2
US$bn
1 000
800
600
400
200
100 South Africa (~4%)
Rest of the world (~96%)
0
1 Source: Bloomberg as at 22 March 2019.
2 Based on economic-interest, i.e. assuming equity-accounted investments are proportionally consolidated, excluding video entertainment (discontinued operations) for the period 1H FY19.
2Rapid growth has resulted in unique market dynamics
Naspers’ index weight on JSE has quadrupled to an outsized 23% on the JSE SWIX Index
Naspers weight in All-Share SWIX (%) Weight of largest company in index (%)
25% 30%
5x the next largest primary
listed constituent
25%
23%
20%
20%
15%
15%
11% 10%
10% 10%
10% 9%
10%
7%
5% 4%
5%
0%
JSE SWIX
Ibovespa
CAC
Dow Jones
FTSE 100
Hang Seng Index
Nikkei
S&P 500
0%
2011 2012 2013 2014 2015 2016 2017 2018 2019
Source: Bloomberg at 1 March 2019, Avior Capital Markets. Source: I-Net Bridge, Bank of America Merrill Lynch, Bloomberg at 18 March 2019.
3Structural market factors have negatively impacted Naspers’ valuation
Size of Naspers on JSE All-Share SWIX Capital outflows vs discount Impact of reducing the discount
US$ bn
10 20% 50
30% 45% Addressing market factors presents
45 significant upside. Every 5% pts
40% 5 improvement in the discount equals
25% 25% approximately US$8.5bn
40
35% 33.9
- 35
20%
30%
30% 30
25.4
15% (5)
25
25% 35%
(10) 20
10% 16.9
20%
15
40%
5% (15)
15% 10 8.5
5
0% 10% (20) 45%
2013 2014 2015 2016 2017 2018 2019 2012 2013 2014 2015 2016 2017 2018 2019
0
NPN weighting in SWIX (left axis) SA Cumulative net foreign flows to equity (US$bn) (left axis)
5% 10% 15% 20%
Discount to SoTP/fair value (3m moving average) (right axis) Discount to SoTP/fair value (3m moving average) (right axis)
Source: Bloomberg at 1 March 2019, Analyst consensus data. Source: Bloomberg at 22 March 2019, Analyst consensus data. Source: Bloomberg at 22 March 2019, Analyst consensus data.
4Naspers is not included in key developed market indices, limiting global investor base
Top 10 global consumer internet stocks by market capitalizations and index weightings
US$ bn
Post transaction
expected eligibility:
AEX25,EuroStoxx 50
1 000 Stoxx Europe 600
Stoxx Europe 50
Stoxx Technology S&P Global BMI
800 MSCI Developed MSCI World Information Technology
Markets S&P Global 1200
MSCI Emerging MSCI World
Markets
Nasdaq Composite
600 FTSE Developed
Markets S&P 500
FTSE Emerging
Markets
400
200
0
Source: Bloomberg at 22 March 2019.
5Why the Euronext Amsterdam?
• Euronext markets are the largest, most integrated and proven capital markets in Europe. Euronext Amsterdam has
close to thirteen-hundred listed issuers worth close to 3.6 trillion euros in market capitalisation
• Connects and integrates all of our European markets and enables access to a broad and deep investor base
comprising Eurozone, United Kingdom, United States and other international investors
• NewCo is expected to be eligible for inclusion in the AEX, AMX and AScX indices
• Similar listing requirements as the JSE which allows for limited additional governance complexity and cost
• Naspers is a global business with offices around the world, but since the 1990s Naspers has had a meaningful
presence in Amsterdam and has found it an excellent place to attract global talent
6Transaction outline
Lifting and shifting market cap from the JSE to Euronext Amsterdam, increasing exposure to additional capital pool
Proposed solution (post MCG spin-off)
Goal is to reduce Naspers’ weight on the JSE and improve access to
1 global, technology and generalist funds South Africa Foreign
Euronext primary listing/
JSE primary listing
JSE secondary inward listing
Naspers will implement a capitalisation issue of NewCo shares to
Naspers shareholders. Shareholders will be able to choose to receive Naspers
2 more shares of Naspers instead of shares in NewCo, subject to certain shareholders
limits
NewCo
International
3 Will list approximately 25% of NewCo, a 75%-held subsidiary housing ecommerce and social internet
all international internet assets Naspers Limited platform assets, including:
~75%
NewCo primary listing on Euronext Amsterdam, with a JSE-inward
4 listing to allow South African investors to fully participate High-growth assets
85%
Media24 Takealot
5 NewCo’s board and governance structures will mirror those of Naspers ~25%
NewCo
Transaction is subject to obtaining the requisite regulatory and shareholders
6 shareholder approval South Africa Foreign
SA domicile International domicile
7A significant step on a long list of moves to create shareholder value
Ongoing priorities Distinct strategic steps
Scaling our ecommerce portfolio fast Creation and listing of NewCo
29% YoY organic revenue growth in 1H19 Global consumer internet listing on Euronext Amsterdam
Improving our core profitability Unlocking tangible shareholder value
‐ Classifieds profitable for first time in 1H19 (including letgo) MultiChoice Group (MCG) listed on JSE with an initial market cap of ~US$3.5bn
‐ US$217m consolidated trading profit from profitable ecommerce in 1H19 and unbundled to shareholders
(+36% YoY)
‐ Ecommerce trading loss margin halved from 21% to 11% YoY
Reallocating capital to support growth
Increasing our cash flow generation Trimmed Tencent by 2%, netting proceeds of US$9.8bn
Sources of free cash1 inflow of US$544m in 1H19 ex-MCG (+43% YoY)
Realising value vs. managing future returns
Improving our disclosures Flipkart stake sold for US$2.2bn a 29% IRR
Financial, operating and governance
Minimising shareholder dilution
Investing behind our core businesses Implemented policy to buy back shares in market to offset LTI grants
‐ Acquisitions in 1H FY19 totalled US$750m and Naspers committed
US$400m to iFood and US$500m to letgo
‐ In 2H FY19: Expanded ADR capacity
Bought out minorities in Avito (US$1.16bn) Level I ADR programme tradeable through the LSE and US OTC markets
Led a funding round in Swiggy (US$660m)
1 Free cash flow defined as EBITDA less adjustments for non-cash items, working capital, taxation, capital expenditure, capital leases repaid and investment income.
8Transaction supports ongoing value maximisation
• Naspers represents a truly global 100% online consumer internet company
• NewCo listing improves access and investment appeal to global internet investors
• Naspers’ size on the JSE and in key FTSE/JSE indices will be reduced, and is expected to reduce the impact of forced
selling pressures in South Africa given single company investment limits and mandate restrictions for local investors
• NewCo’s position as likely the largest listed global consumer internet company in Europe by asset value, unencumbered
by its size on any index should be reflected in its valuation, and in the valuation of its approximately 75% owner, Naspers
• The NewCo listing creates greater flexibility in our capital management, structuring and allocation decisions
• Europe is already home to much of Naspers operations and core segmental peers, notably in classifieds and food delivery,
which may further underpin buy-side and sell-side interest and support
• The NewCo listing on Euronext is in alignment with our established corporate presence in Amsterdam, with limited
incremental costs associated with regulatory compliance and/or general overheads
9Naspers remains committed to South Africa
Operations Commitments
Commitment to invest
R4.6bn
in South African
technology businesses
• R3.2bn already committed to the development and funding of existing
Naspers technology businesses in SA
• Naspers is likely to remain the largest South African company listed
on the JSE by market capitalisation • In addition, Naspers announced the launch of Naspers Foundry
• Naspers is the largest investor in SA technology and has a 100+ year ‐ South Africa focused funding and support to help talented and
heritage in SA ambitious South African technology entrepreneurs develop and
grow businesses that improve peoples’ lives
• Naspers actively invests in SA not only though existing businesses
but has been an active builder and purchaser of internet assets in ‐ R1.4bn of funds committed to South African start-ups over 3 years
South Africa
‐ Significant boost to South African start-up ecosystem
10Key dates
ANNOUNCEMENT 25 04
March 19 SERVICE
NASPERS YEAR END 31
March 19
FY19 RESULTS 21 SERVICE
June 19
EGM
TBA
06
SERVICE
LISTING
TBA
July 19
11Important information
These materials are for information purposes only and are not intended to constitute, and should not be construed as,
04
an offer to sell or a solicitation of any offer to buy or subscribe for any securities of NewCo (the “Securities”). The
SERVICE
Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the
“Securities Act”), and will not be offered or sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act.
In connection with its proposed admission to listing and trading on Euronext Amsterdam and the JSE, NewCo will
prepare a prospectus in due course, which will be made available at www.newglobaltechgroup.com.
SERVICE
These materials include forward-looking statements, which are based on current expectations and projections about
future events. Forward-looking statements may and often do differ materially from actual results. Any forward-looking
statements reflect Naspers' current view with respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions. Naspers expressly disclaims any obligation or undertaking to update,
06
review or revise any forward looking statement contained in these materials whether as a result of new information,
SERVICE
future developments or otherwise. You are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date they are made.
July 19
12Thank You
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