Naspers has announced its intention to list its international assets on the Euronext Amsterdam, and to have a secondary, inward listing of the new company – or NewCo – on the Johannesburg Stock Exchange.
NewCo will comprise all of Naspers’ internet interests outside of South Africa, including its companies and investments in the online classifieds, food delivery, payments, e-commerce, travel, education, and social and internet platforms sectors, among others, the company said.
These include some of the world’s leading and fastest-growing internet brands, such as Tencent, mail.ru, OLX, Avito, letgo, PayU, iFood, Swiggy, DeliveryHero, Udemy, eMAG and MakeMyTrip.
The new entity is expected to be approximately 75% owned by Naspers and have a free float of approximately 25%.
“As Europe’s largest listed consumer internet company by asset value, NewCo will give global internet investors direct access to Naspers’ unique and attractive portfolio of international internet assets,” Naspers said.
The group noted that the transaction is still subject to regulatory approval and will be implemented no earlier than the second half of 2019.
Reduced weighting on JSE
Naspers CEO, Bob van Dijk, said that opening up investment to a broader category of investors, the listing aims to reduce the group’s weighting on the JSE, which he believes will help maximise shareholder value over time.
“Naspers has a long history of investing in technology to capture growth, transforming itself from a print media, pay-TV and video entertainment company into one of the top 10 global consumer internet companies by market capitalisation,” he said.
“In growing, the group has created significant value for its many stakeholders, however, this rapid growth has also created some unique market dynamics.
“Naspers now constitutes almost 25% of the JSE SWIX index, compared to 5% just 5 years ago, and its outsized weighting on the JSE exceeds most South African institutional investors’ single stock limits. As a result, many have been forced to sell as Naspers grows.”
Still in South Africa
Naspers CFO, Basil Sgourdos, said that the company itself will retain its primary listing on the JSE in South Africa, and will continue to directly hold its South African assets, Takealot and Media24, alongside its majority stake in NewCo.
“NewCo’s free float is expected to be created by Naspers through a capitalisation issue of NewCo shares to Naspers shareholders,” he said.
“Shareholders will also be able to choose to receive more shares in Naspers instead of shares in NewCo, subject to certain limits.
“This is intended to provide flexibility to shareholders. Further details relating to the implementation of the proposed transaction will be provided in due course. It is intended that the Board and governance structures of NewCo will mirror those of Naspers.”
Even after the listing of NewCo on Euronext Amsterdam, Naspers will remain the largest South African company listed on the JSE by market capitalisation, and Naspers will continue to invest in South Africa, Sgourdos said.