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Naspers Limited : Consideration of Capital Raise

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE NASPERS TO TAKE ANY ACTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SHARES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF SUCH SHARES IN THE UNITED STATES.

Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
(“Naspers”)

We announced a transaction on 23 October 2015 to increase our stake in Avito from 17,4% to 67,9% for cash of US$1,2bn. At the time we noted that the transaction would not materially increase our existing debt profile in the medium term. Therefore we are considering a capital raise of up to US$2,5bn which, including the Avito acquisition, will enhance financial flexibility over the next few years to invest in attractive growth opportunities. Any capital raise is expected to be within existing shareholder authorities.

We have appointed Citigroup Global Markets Limited and Morgan Stanley & Co. International plc to advise in this regard.

Cape Town
27 November 2015
Sponsor: Investec Bank Limited

About Naspers:

Founded in 1915, Naspers is a broad-based multinational internet and media group offering services in more than 130 countries. Its principal operations are in ecommerce (i.e. classifieds, online retail, marketplaces, online comparison shopping, payments and online services), video-entertainment and print media. The Group also has minority investments in listed, integrated social-network platforms Tencent (Ticker: 700 HK) and Mail.ru (Ticker: MAIL LI). Naspers’ issued N ordinary shares are listed on the exchange operated by the JSE (Ticker: NPN SJ). Naspers has a Level I American Depository Receipt programme and its American Depository Shares are listed on the London Stock Exchange (Ticker: NPSN LI).

Disclaimer

This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful or require Naspers to take any action. This announcement is for information purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an offer, solicitation or advertisement of an offer to purchase or subscribe for securities in the United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

The Shares have not been, and will not be, registered under the Securities Act, and may not be offered or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Shares in the United States.

The report may contain forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995. Words such as “believe”, “anticipate”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavour” and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. While these forward-looking statements represent our judgements and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These include factors that could adversely affect our businesses and financial performance. We are not under any obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, as a result of new information, future events or otherwise. Investors are cautioned not to place undue reliance on any forward-looking statements in this report.

Neither this announcement nor the Capital Raising constitutes, or is intended to constitute, an offer to the public in South Africa in terms of the South African Companies Act 71 of 2008, as amended ("Companies Act"), and this announcement will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Companies Act. In South Africa, the offer pursuant to the Capital Raising will only be made to selected persons in South Africa who fall within one of the specified categories listed in section 96(1)(a) of the Companies Act. These materials do not constitute a prospectus registered and/or issued in terms of the Companies Act.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

In the United Kingdom this announcement is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities, or other persons to whom it may otherwise be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

Contact information

Naspers
Meloy Horn, head of investor relations
Tel: +27 11 289 3320
+27 11 289 4446
Mobile: +27 82 772 7123
or
Basil Sgourdos, chief financial officer
Tel: +852 2847 3365
Mobile: +852 9080 5155

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