Naspers, Prosus complete share swap, new cross-holding structure

Technology investor Prosus and its South African parent Naspers on Monday said they had completed a deal that sets up a cross-holding structure and moves majority ownership of their international assets to Amsterdam.

Bob van Dijk, Group CEO, Prosus and Naspers, said he was happy with the outcome of the deal, in the works since May

Subscribe for full access to all our share and unit trust data tools, our award-winning articles, and support quality journalism in the process.


“The transaction increases the size of the Prosus free float and more than doubles its ownership of the group’s outstanding global consumer internet portfolio,” he said in a statement.

“It will also help to rebalance the oversized weight of Naspers” on the Johannesburg Stock Exchange.

Under the deal, which was declared unconditional last week, Prosus bought 45% of Naspers shares, bringing its ownership in Naspers to 49% in all.

Under the cross-holding arrangement, Naspers owns around 57% of Prosus and will keep voting control. The two companies share a single board. Post-deal, Prosus has an economic interest of around 60% of the companies’ international assets, including the $167 billion worth of shares they own in Chinese internet giant Tencent .

The logic underlying the swap was that moving part of the companies’ assets out of South Africa might improve their valuations. Both trade at a large discount to the apparent value of the underlying assets they own, including the Tencent stake, and executives argued that one reason was Naspers’ dominance of Johannesburg stock indices.

Naspers listed Prosus for the same reason in 2019, but underlying assets continued to grow in value.

Prosus, sometimes compared with Softbank’s Vision Fund, is one of the world’s largest tech investors, with stakes in educational software companies, meal delivery firms and online marketplaces around the globe.

Naspers and prosus. 64% of applications are awarded . So over subscription. Both shares down 4%.— Wayne McCurrie (@WayneMcCurrie) August 16, 2021

Wilhelm Hertzog, founder and portfolio manager at Rozendal Partners, said he was surprised at the “strong” uptake of the offer. “I thought the acceptance level would be much closer to the minimum level, given the negative sentiments expressed about the transaction in the market,” he said.

In a separate media statement, Naspers and Prosus CEO Bob van Dijk explained the transaction increases the size of Prosus’ free float and more than doubles its ownership of the group’s global consumer internet portfolio. Prosus owns international internet assets such as Chinese tech company Tencent, classifieds business OLX and Indian food-delivery platform Swiggy.

“It will also help to rebalance the oversized weight of Naspers on the JSE, while preserving its position as the largest South Africa-domiciled company on the exchange, as well as its control of Prosus,” Van Dijk said of the transaction.

Both Naspers and Prosus had been trading at deep discounts to their 28% stake in Tencent. The transaction is also meant to address this discount gap.

Naspers previously tried to address the discount gap by listing Prosus on Amsterdam Euronext.

*Fin24 is part of Media24, owned by Naspers.

Leave a Reply

Your email address will not be published. Required fields are marked *