Naspers today announced its intention to list a new global consumer Internet group, NewCo, on Euronext Amsterdam.
NewCo will also have a secondary, inward listing on the Johannesburg Stock Exchange (JSE).
NewCo will comprise all of Naspers’ Internet interests outside of South Africa including its companies and investments in the online classifieds, food delivery, payments, etail, travel, education, and social and internet platforms sectors, among others.
They include internet brands like Tencent, mail.ru, OLX, Avito, letgo, PayU, iFood, Swiggy, DeliveryHero, Udemy, eMAG and MakeMyTrip.
NewCo is expected to be approximately 75% owned by Naspers and have a free float of approximately 25%.
The transaction will be subject to the requisite regulatory and shareholder approvals being obtained. The proposed transaction is currently expected to be implemented no earlier than the second half of 2019.
Bob van Dijk, Naspers CEO, says: “Forming and listing a new, global consumer internet group on Euronext Amsterdam is a significant step for Naspers. It will provide a strong platform to attract incremental investor capital, which is well-aligned to our growth goals.
“The listing will present an appealing new opportunity for international tech investors to have access to our unique portfolio of international internet assets. It will comprise some of the world’s leading and fastest-growing internet companies that are playing an increasingly important role in helping people improve their daily lives in some of the most exciting markets on the planet.
“As well as opening up investment to a broader category of investors, the listing aims to reduce our weighting on the Johannesburg Stock Exchange, which we believe will help us maximise shareholder value over time.”
Basil Sgourdos, Naspers’ chief financial officer, comments: “We are aligned with our shareholders’ desires to maximise the value we create and also to address our weight on the JSE. We have therefore taken several actions in the past year or so, such as a trim of our Tencent stake, exiting several businesses including the sale of our Flipkart stake, driving the performance of our core internet businesses, and more recently, the listing and unbundling of MultiChoice Group.
“After a careful and comprehensive evaluation of the merits of strategic options available to the group, the listing on Euronext Amsterdam proved to be the most promising for our future growth plans and addressing the market dynamics we wish to tackle.”
Naspers 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. 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.