Prosus NV announces the final results of the cash tender offer for all of its 5.500% bonds maturing in 2025 and its 4.850% bonds maturing in 2027



AMSTERDAM – (COMMERCIAL THREAD) – Prosus NV (Prosus) (Euronext Amsterdam: PRX; JSE: PRX) (the “Offering“) announces today the final results of the public tender offer that the Offeror began on July 6, 2021, for all or part of the USD 1,200,000,000 of 5.500% bonds maturing in 2025 and the 1 $ 000,000,000 of 4.850% Bonds due 2027 (the “Securities“), each issued by the Offeror and guaranteed by Naspers Limited, a company incorporated under the laws of South Africa, in cash (the”To offer“). The terms and conditions of the Offer are described in a purchase offer dated July 6, 2021 (the “Bid“). Capitalized terms that are not otherwise defined in this press release have the same meaning as that assigned to them in the offer to purchase.

On July 13, 2021, the offeror announced the purchase prices of the securities.

The Offer Expiry Date was 5:00 pm (New York time) on July 13, 2021. The aggregate principal amount of the Securities validly deposited and not withdrawn was USD 1,361,105,000.

The following table presents certain information relating to the price of the Offer, as announced on July 13, 2021, as well as the results of the Offer:

Security title


Principal amount outstanding(1)

Nominal call date

U.S. Treasury Benchmark

Benchmark yield

Fixed spread

(basis points)

Purchase price

Total amount of capital accepted for the purchase

5.500% Bonds due 2025

Rule 144A: US62856RAC97 / 62856RAC9

Regulation S: USN5946FAC16 / N5946FAC1


$ 1,200,000,000

April 21, 2025

0.875% due June 30, 2026



$ 1,159.12 per $ 1,000 of capital

$ 975,251,000

4.850% Bonds due 2027

Rule 144A: US62856RAD70 / 62856RAD7

Regulation S: USN5946FAD98 / N5946FAD9


$ 1,000,000,000

April 6, 2027

0.875% due June 30, 2026



$ 1,161.10 per $ 1,000 of capital

US $ 385,854,000

(1) On the date of the start of the Offer.

The aggregate principal amount of $ 975,251,000 of the 5,500% Notes due 2025 and the aggregate principal amount of $ 385,854,000 of the 4.850% Notes due 2027 purchased under the Offer will be withdrawn and canceled. and will no longer remain outstanding obligations of the initiator.


Questions and requests for assistance relating to the Offer may be addressed to the Dealer Managers:

BofA Securities Europe SA

51 La Boétie Street

75008 Paris


Attention: Responsibility Management Group

Phone (Europe):

+33 1 877 01057

Telephone (toll free in the United States):

+1 (888) 292-0070

Telephone (United States):

+1 (980) 387-3907

Email: [email protected]

Citigroup Global Markets Limited

Citigroup Center

Place du Canada, Canary Wharf

London E14 5LB


Attention: Responsibility Management Group

Phone (Europe):

+44 20 798 68969

Telephone (toll free in the United States):

+1 (800) 558 3745

Telephone (United States):

+1 (212) 723-6106

Email: [email protected]

Questions and requests for assistance in the context of the Securities offer can be addressed to:


King DF

Email: [email protected]

Site of the offer:

At New York:

48 Wall Street

New York, New York 10005

United States

Banks and brokers, collect call: +1 (212) 269-5550

All others call toll free: +1 (800) 347-4750

In London:

65 Gresham Street

London EC2V 7NQ


Phone. : +44 20 7920 9700


Subject to applicable law, the Offeror or any of its affiliates may, at any time and from time to time after the completion or cancellation of the Offer, purchase any remaining outstanding Securities through open market or privately traded, through public offers, exchange offers, repurchases or otherwise on terms and at prices that the Offeror or, if applicable, its affiliates may determine. These conditions, compensation and prices may be more or less favorable than those offered in the context of the Offer.

This announcement should be read in conjunction with the offer to purchase. This announcement and the Offer to Purchase contain important information that should be read carefully before making any decision regarding the Offer. If a Noteholder has the slightest doubt as to the action he should take, it is recommended that he immediately seek his own legal, accounting and financial advice, including as to tax consequences, from his stockbroker, director of bank, lawyer, accountant or other independent financial advisor. Any person or company whose securities are held on its behalf by a broker, broker, bank, custodian, trust company or other nominee or intermediary should contact such entity if they wish to participate in the offering. . None of the Offeror, the Dealer Managers, the Information and Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether securityholders should participate in the Offer.

This announcement contains information that qualifies, or may be characterized, as inside information within the meaning of Article 7 (1) of the Market Abuse Regulation (EU) 596/2014.


This announcement includes forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Offeror and all of which are based on the Offeror’s current beliefs and expectations regarding future events. Forward-looking statements are sometimes identified by the use of forward-looking terms such as “aim”, “annualized”, “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “” s ‘expect’, ‘predict’, ‘goal’, ‘hope’, ‘intend’, ‘likely’, ‘power’, ‘goal’, ‘plan’, ‘position’, ‘potential’, ‘ foresee ”,“ project ”,“ risk ”,“ seek ”,“ should ”,“ target ”,“ will ”or“ would ”or the salient points or the negative points of these, other variations or terminology comparable. These forward-looking statements include all matters which are not historical facts.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially due to the risks and uncertainties facing the offeror. These risks and uncertainties could cause actual results to vary significantly from future results indicated, expressed or implied in these forward-looking statements.

The forward-looking statements contained in this announcement speak only as of the date on which they are made. Unless required by applicable laws and regulations, the Offeror expressly disclaims any obligation or commitment to update or revise any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances. on which these statements are based.


This announcement is for informational purposes only and does not constitute an offer to buy, a solicitation to buy or an offer to sell any securities. The tender offer is made only in connection with the tender offer and only in jurisdictions permitted by applicable law. Please refer to the Offer to Purchase for certain important information about the offer restrictions applicable to the tender offer.

About Prosus

Prosus is a global consumer internet group and one of the world’s largest technology investors. Operating and investing globally in markets with long-term growth potential, Prosus creates leading consumer internet companies that empower people and enrich communities. The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology sectors in markets such as India, Russia and Brazil. Thanks to its team of companies, Prosus invests in areas such as healthcare, logistics, blockchain and social commerce. Prosus actively seeks new partnership opportunities with outstanding entrepreneurs who use technology to improve people’s daily lives.

Every day, millions of people use the products and services of companies in which Prosus has invested, acquired or built, including Avito, Brainly, BUX, BYJU’S, Bykea, Codecademy, DappRadar, DeHaat, dott, ElasticRun, eMAG, Eruditus, Honor, iFood, Klar, LazyPay, letgo, Meesho, Movile, OLX, PayU, Quick Ride, Red Dot Payment, Remitly, Republic, Shipper, SimilarWeb, Skillsoft, SoloLearn, Swiggy and Udemy.

Hundreds of millions of people have integrated Prosus employee platforms into their daily lives. For listed companies in which we have an interest, please see: Tencent,, Group Limited and DeliveryHero.

Today, the companies and associates of Prosus help improve the lives of approximately one-fifth of the world’s population.

Prosus has a primary listing on Euronext Amsterdam (AEX: PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE: PRX) and a2X Markets (PRX.AJ). Prosus is majority owned by Naspers.



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