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Shareholders approve Naspers buy-out of MIH

Shareholders of media group Naspers (NPN) have approved the group’s proposed buy-out of the minorities of MIH Holdings (MIHH) and MIH Limited (MIHL).

Application will now be made to the High Court to sanction the scheme of arrangement in terms of which MIHH (MHH) and MIHL (MHH) shareholders will exchange their shares for new N shares in Naspers, resulting in three minority interests of the two companies being acquired by Naspers.

MIHH minorities will receive one new Naspers class N ordinary share for

every 2,25 MIHH shares held, while South African shareholders in MIHL will receive 3.5 Naspers N shares for each MIHL class A ordinary share held.

MIHH will be merged with Naspers while MIHL will merge with MIH British Virgin Islands.

MIHL shareholders who are resident in South Africa will receive 0,35

Naspers ADSs (American Depositary Shares) for each MIHL share held by them prior to the merger.

Shareholders resident in other countries will receive 0,35 Naspers ADSs for each MIHL share held by them before to the merger, with each ADS representing 10 Naspers N shares.

Naspers has applied for the listing of its class N ordinary shares in the form of American Depositary Shares (“ADSs”) on the Nasdaq. These ADSs will be evidenced by American Depositary Receipts.

Naspers said that the proposed reorganisation would significantly simplify its corporate structure and operation of the Naspers group.

It said the simplified corporate structure would enable investors to assess Naspers and MIHL more clearly, through a streamlining of the group structure and elimination of the multiple entry points to the various listed pyramid companies.

It added that the reorganisation would facilitate the group’s ability to access capital markets in the US, through Naspers’s secondary listing on Nasdaq; improve the free float and liquidity of Naspers N shares; align the operational structure of Naspers, MIHH and MIHL; improve the group’s funding flexibility, by unlocking cash pools; have a positive effect on consolidated headline earnings per share, and improve the attractiveness of the group as an investment. – I-Net Bridge

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