RNS Number:1360K
Naspers Limited
18 December 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
For immediate release 18 December 2007
RECOMMENDED CASH OFFER FOR TRADUS PLC
Summary
* The boards of Naspers Limited ("Naspers") and Tradus plc ("Tradus")
(formerly QXL ricardo plc) are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by MIH Internet
B.V. ("MIH Internet") (a wholly-owned subsidiary of Naspers) for the entire
issued and to be issued share capital of Tradus. It is intended that the
Acquisition will be implemented by way of a court approved scheme of arrangement
under section 425 of the Companies Act 1985.
* Under the terms of the Scheme, Tradus Shareholders will receive 1,800
pence in cash for each Tradus Share held. This represents 450,000 pence in cash
for each Tradus ADS (each Tradus ADS represents 250 Tradus Shares).
* The Acquisition values the entire issued and to be issued ordinary
share capital of Tradus at approximately �946 million.
* The Acquisition represents a premium of approximately:
* 19.2 per cent. to the mid-market closing price of 1,510 pence per Tradus
Share on 6 November 2007, being the last business day prior to the announcement
by Tradus that it had received a preliminary approach regarding a potential
offer for Tradus; and
* 36.7 per cent. to the average mid-market closing price of 1,317 pence per
Tradus Share for the period 18 October 2007 to 6 November 2007, being the period
from Tradus' announcement of its results for the half year ended 30 September
2007 to the last business day prior to the announcement by Tradus that it had
received a preliminary approach regarding a potential offer for Tradus.
* The directors of Tradus, who have been so advised by JPMorgan
Cazenove, consider the terms of the Acquisition to be fair and reasonable. In
providing their advice, JPMorgan Cazenove have taken into account the commercial
assessments of the directors of Tradus. Accordingly, the directors of Tradus
intend unanimously to recommend that Tradus Shareholders vote in favour of the
Scheme and the associated resolutions at the Court Meeting and the EGM.
* Naspers has received irrevocable undertakings to vote in favour of the
Scheme and the associated resolutions at the Court Meeting and the EGM from the
directors of Tradus who hold Tradus Shares (holding 258,855 Tradus Shares) and
from shareholders, Novator Equities Limited (holding 4,947,590 Tradus Shares)
and Wouwer Investeringen B.V. (holding 3,073,548 Tradus Shares) (together "
Shareholders") in respect of their beneficial holdings of Tradus Shares
representing, in aggregate, 17.9 per cent. of Tradus' issued share capital. The
undertakings from the directors of Tradus will remain binding even in the event
of a competing offer being made for Tradus. The undertakings from Shareholders
will remain binding so long as there is no competing bid announced at a price of
more than 2,175 pence per Tradus Share.
* It is anticipated that the Scheme Document will be posted to Tradus
Shareholders in mid-January 2008 and that the Scheme and associated resolutions
will be put to Tradus Shareholders at the Court Meeting and the EGM, which are
expected to be held in early February 2008. Subject to the satisfaction, or
where relevant waiver, of all relevant Conditions, and the requisite Shareholder
and Court approvals being obtained, the Scheme is expected to become effective
by early March 2008 (this is subject in particular to receipt in satisfactory
terms of Polish competition authority clearance in respect of the Acquisition).
* Naspers is a multinational media company with principal operations in
electronic media and print media. Naspers' most significant operations are
located in South Africa, where it generates approximately 73 per cent. of its
revenues. Naspers is a publicly traded company with securities listed on the
stock exchange of the JSE Limited and American Depositary Shares listed on the
London Stock Exchange. As at 14 December 2007, Naspers had a market
capitalisation of approximately Rand 70.5 billion (�5.1 billion).
* MIH Internet is an indirectly wholly-owned subsidiary of Naspers
formed for the purposes of the Acquisition (and is part of the Myriad
International Holdings B.V. business division, a multi-national media business
focused on electronic media, of Naspers).
* Tradus provides online consumer trading platforms and related internet
services in 12 European countries that connect buyers and sellers. Tradus'
principal operations are currently based in Switzerland and Poland.
* In its own strategy, Naspers has prioritised the internet sector for
expansion. Success has been achieved in the sub-segments offering users
communications, social networking and community platforms. In pursuit of this
strategy, Naspers today has various internet investments on the African
continent, in China, Russia and India. With these investments, the Naspers Group
has established a strong presence in the major emerging markets.
* Central and Eastern Europe have also been identified as attractive
emerging markets and the Naspers Group is presently finalising the acquisition
of a controlling stake in Gadu-Gadu, a young internet business in Poland. The
proposed acquisition of Tradus will consolidate the Naspers Group's presence in
Poland and provide a platform to extend its reach to other Central European and
Eastern European markets.
* Naspers' existing internet services rely on the generation of revenue
mainly through advertising and value added communication services. It is hoped
that an investment in the Tradus transaction platform will allow the Naspers
Group to diversify its internet revenue streams to include transaction income.
Commenting on the Acquisition, Cobus Stofberg, the Chief Executive of Naspers,
said:
"We are delighted that the Tradus Board intends unanimously to recommend our
offer to its shareholders. The operations of the Naspers Group and Tradus
complement each other perfectly and significant advantages can be obtained by
aligning Tradus' businesses with Naspers' other internet investments in Central
and Eastern Europe."
Commenting on the Acquisition, Simon Duffy, the Chairman of Tradus, said:
"Tradus and its employees can be enormously proud of what they have achieved
over recent years, having built an excellent base from which to develop its
online consumer trading platforms across Western and Eastern Europe. I believe
Naspers will build on these foundations. Their offer provides a good opportunity
for all shareholders now to realise value in cash for their investment."
Citi is acting as sole financial adviser and corporate broker to Naspers and MIH
Internet. JPMorgan Cazenove is acting as sole financial adviser and corporate
broker to Tradus.
This summary should be read in conjunction with, and is subject to, the full
text of the attached announcement. The Acquisition will be subject to the
conditions set out in Appendix I to this announcement and to the further terms
to be set out in the Scheme Document.
Set out in Appendix IV to this announcement are definitions of certain terms
used in this announcement.
Enquiries
Naspers
Mark Sorour (Group Chief Investment Officer) Telephone: +27 (0) 21 406 3008
Steve Pacak (Group Chief Financial Officer) Telephone: +27 (0) 21 406 3585
Citi Telephone: +44 (0) 20 7986 4000
(Sole financial adviser and corporate broker to Naspers and MIH Internet)
London
Matthew Smith
Michael Longoni
Charles Lytle (Corporate Broking)
South Africa Telephone: +27 (0) 11 944 1000
Nick Pagden
Tradus Telephone: +44 (0) 20 7384 6310
Simon Duffy (Chairman)
Robert Dighero (Chief Financial Officer)
Alison Cabot (Investor Relations)
JPMorgan Cazenove Telephone: +44 (0) 20 7588 2828
(Sole financial adviser and corporate broker to Tradus)
Harry Hampson
David Harvey-Evers
Donald Monson
Financial Dynamics Telephone: +44 (0) 20 7831 3113
(Financial PR to Tradus)
James Melville-Ross
Juliet Clarke
This announcement does not constitute or form any part of an offer or invitation
to sell or purchase any securities or the solicitation of an offer to buy any
securities or the solicitation of any vote of approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition will be made solely by
means of the Scheme Document and the Form of Proxy accompanying the Scheme
Documentation, which will contain the full terms and conditions of the
Acquisition, including details of how to vote in favour of the Acquisition.
Tradus Shareholders are advised to read this announcement in conjunction with
the formal documentation in relation to the Acquisition carefully, once it has
been dispatched. The Acquisition will be subject to the conditions set out in
Appendix I to this announcement and the full conditions and further terms which
will be set out in the Scheme Document and Form of Proxy. This announcement and
all other materials related to the Acquisition are solely directed to existing
Tradus Shareholders.
Any acceptance or other responses to the Acquisition should be made only on the
basis of the information in the Scheme Document. Tradus will prepare the Scheme
Document to be distributed to the Tradus Shareholders.
Citi, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Naspers and MIH Internet and no
one else in relation to the matters referred to in this announcement and will
not be responsible to anyone other than Naspers and MIH Internet for providing
the protections afforded to clients of Citi nor for providing advice in relation
to these matters, the content of this announcement or any matter referred to
herein.
JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Tradus and no one
else in relation to the matters referred to in this announcement and will not be
responsible to anyone other than Tradus for providing the protections afforded
to clients of JPMorgan Cazenove nor for providing advice in relation to these
matters, the content of this announcement or any matter referred to herein.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
The Acquisition will be subject to the applicable rules and regulations of the
UK Listing Authority, the London Stock Exchange and the City Code.
Notice to US investors in Tradus
The Acquisition relates to the shares of a UK company, is subject to UK
disclosure requirements (which are different from those of the US) and is
proposed to be made by means of a scheme of arrangement provided for under
English company law. Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of arrangement which
differ from the disclosure requirements and practices for US proxy
solicitations, shareholder votes or tender offers. Financial information
included in this announcement has been prepared, unless specifically stated
otherwise, in accordance with accounting standards applicable in the UK and, in
respect of Naspers, South Africa and thus may not be comparable to the financial
information of US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the US. Also, the
settlement procedure with respect to the Acquisition will be consistent with UK
practice, which may differ from procedures in comparable transactions in
countries other than the UK in certain material respects, particularly with
regard to date of payment. If MIH Internet exercises its right to implement the
Acquisition by way of an Offer, the Acquisition will be made in compliance with
applicable UK laws and regulations.
Neither the SEC nor any securities commission of any state of the United States
has (a) approved or disapproved of the Acquisition; (b) passed upon the merits
or fairness of the Acquisition; or (c) passed upon the adequacy or accuracy of
the disclosure in this document. Any representation to the contrary may be a
criminal offence in the United States.
It may be difficult for US holders of Tradus Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Naspers and
Tradus are not located in the US, and some or all of their officers and
directors may be residents of a country other than the United States. US holders
of Tradus Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgment.
Forward looking statements
This announcement includes certain "forward-looking statements" concerning
Tradus. These statements are based on the current expectations of the management
of Tradus and Naspers and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein include
statements about the expected effects on Naspers of the Acquisition, the
expected timing and scope of the Acquisition, anticipated earnings enhancements,
estimated cost savings and other synergies, costs to be incurred in achieving
synergies, potential disposals and other strategic options and all other
statements in this announcement other than historical facts. Forward-looking
statements include, without limitation, statements typically containing words
such as "intends", "expects", "anticipates", "targets", "estimates" and words of
similar import. Although Tradus and Naspers believe that the expectations
reflected in such forward-looking statements are reasonable, Tradus and Naspers
can give no assurance that such expectations will prove to have been correct. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the satisfaction of
the conditions to the Acquisition, and Naspers' ability to successfully
integrate the information technology platforms and other operations and
employees of Tradus, as well as additional factors, such as: local and global
political and economic conditions; foreign exchange rate fluctuations and
interest rate fluctuations (including those from any potential credit rating
decline); legal or regulatory developments and changes; the impact of any
material disruptions to information technology systems; Naspers' ability
successfully to expand internationally and manage growth; the impact of any
acquisitions or similar transactions; competition and pricing pressures;
increasing dependence on sales in emerging markets; and non-payment by
customers. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. Given these
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results. Neither Tradus nor
Naspers undertake any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of Tradus, all "dealings" in any "relevant securities" of
Tradus (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Scheme and/or Offer becomes effective, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Tradus, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Tradus by Naspers or Tradus, or by any of their respective "
associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where it is unlawful to do so.
18 December 2007
RECOMMENDED CASH OFFER FOR TRADUS PLC
1. Introduction
The boards of Naspers Limited ("Naspers") and Tradus plc ("Tradus") (formerly
QXL ricardo plc) are pleased to announce that they have reached agreement on the
terms of a recommended cash offer to be made by MIH Internet B.V. ("MIH Internet
") (a wholly-owned subsidiary of Naspers) for the entire issued and to be issued
share capital of Tradus.
2. Summary of the Acquisition
It is intended that the Acquisition will be implemented by way of a court
approved scheme of arrangement under section 425 of the Companies Act 1985.
Under the Scheme, which will be subject to the conditions and further terms set
out in Appendix I to this announcement and the full terms and conditions to be
set out in the Scheme Document and Form of Proxy:
Tradus Shareholders will be entitled to receive:
for each Tradus Share 1,800 pence in cash
Tradus Shareholders will receive consideration paid under the Acquisition in
respect of the Tradus Shares underlying their Tradus ADSs from the depositary of
the Tradus ADS programme in accordance with the terms of the ADS deposit
agreement. As each Tradus ADS represents 250 Tradus Shares, this will result in:
for each Tradus ADS 450,000 pence in cash
The Acquisition values the entire issued and to be issued ordinary share capital
of Tradus at approximately �946 million.
The Acquisition represents a premium of approximately:
* 19.2 per cent. to the mid-market closing price of 1,510 pence per Tradus
Share on 6 November 2007, being the last business day prior to the announcement
by Tradus that it had received a preliminary approach regarding a potential
offer for Tradus; and
* 36.7 per cent. to the average mid-market closing price of 1,317 pence per
Tradus Share for the period 18 October 2007 to 6 November 2007, being the period
from Tradus' announcement of its results for the half year ended 30 September
2007 to the last business day prior to the announcement by Tradus that it had
received a preliminary approach regarding a potential offer for Tradus.
3. Background to and reasons for the Acquisition
On 7 November 2007, Tradus announced that it had received a preliminary approach
regarding a potential offer for the company.
Having considered the proposal made by Naspers and its associated conditions,
the Tradus Board granted Naspers a limited period of due diligence in order to
agree the terms of an acquisition.
Naspers has conducted its due diligence and today announces the intention by MIH
Internet (its wholly-owned subsidiary) to acquire the entire issued and to be
issued share capital of Tradus at 1,800 pence per Tradus Share.
Naspers began investing in the nascent internet segment as early as 1997. Since
then, the internet has developed into one of the faster growing areas of the
media industry. In its own strategy, Naspers has prioritised the internet sector
for expansion. Success has been achieved in the sub-segments offering users
communications, social networking and community platforms.
In pursuit of this strategy, Naspers today has various internet investments on
the African continent through M-Web. In China, the Naspers Group has a roughly
one-third interest in Tencent, which has established itself as a leader in its
market. In Russia, the Naspers Group has a broadly similar stake in Mail.ru,
which is developing into a market leader. In India, an internet business
focussing on the youth community and local search is being developed
organically.
With those investments, the Naspers Group has established a strong presence in
the major emerging markets.
Central and Eastern Europe have also been identified as attractive emerging
markets and the Naspers Group is presently finalising the acquisition of a
controlling stake in Gadu-Gadu, a young internet business in Poland. The
proposed acquisition of Tradus will consolidate the Naspers Group's presence in
Poland and provide a platform to extend its reach to the other Central European
and Eastern European markets.
Apart from the investment in Tencent and Kalahari (an African e-tailer), other
Naspers platforms have not yet generated transaction income. Naspers' existing
internet services rely on the generation of revenue mainly through advertising,
value added communication services and from ISP connection charges. It is hoped
that an investment in the Tradus transaction platform will allow the Naspers
Group to diversify its internet revenue streams to include transaction income.
4. Recommendation
The directors of Tradus, who have been so advised by JPMorgan Cazenove, consider
the terms of the Acquisition to be fair and reasonable. In providing their
advice, JPMorgan Cazenove have taken into account the commercial assessments of
the directors of Tradus. Accordingly, the directors of Tradus intend unanimously
to recommend that Tradus Shareholders vote in favour of the Scheme and the
associated resolutions at the Court Meeting and the EGM, as they have
irrevocably undertaken to do in respect of their own beneficial shareholdings.
5. Background to and reasons for the recommendation
The Board of Tradus believes that the terms of the Acquisition represent
attractive value now for Tradus Shareholders. Since its IPO in 1999, the company
has been through some challenging times and undergone significant restructuring
of its operations. However, supported by a dedicated core of management and
employees, Tradus has managed to build on its strongest operations and develop a
position as a leading provider of online consumer trading platforms and related
internet services in various countries, especially in Eastern Europe.
The Board of Tradus believes this Acquisition reflects the value of the Tradus
Group's existing market positions and the potential of the Tradus Group's focus
on expansion into Eastern European countries on a standalone basis. The
Acquisition also brings together two businesses with a strong and complementary
focus on online platforms and geographic presence in emerging markets.
6. Irrevocable undertakings
Naspers has received irrevocable undertakings to vote in favour of the Scheme
and the associated resolutions at the Court Meeting and EGM from the directors
of Tradus who hold Tradus Shares (holding 258,855 Tradus Shares) and from
shareholders, Novator Equities Limited (holding 4,947,590 Tradus Shares) and
Wouwer Investeringen B.V. (holding 3,073,548 Tradus Shares) (together "
Shareholders") in respect of their beneficial holdings of Tradus Shares
representing, in aggregate, 17.9 per cent. of Tradus' issued share capital. The
undertakings from the directors of Tradus will remain binding even in the event
of a competing offer being made for Tradus. The undertakings from Shareholders
will remain binding so long as there is no competing bid announced at a price of
more than 2,175 pence per Tradus Share. Further details of these irrevocable
undertakings are set out in Appendix III to this announcement.
7. Information on Naspers
Naspers is a multinational media company with principal operations in electronic
media (including pay-television, internet and instant-messaging subscriber
platforms and the provision of related technologies) and print media (including
the publishing, distribution and printing of magazines, newspapers and books).
Naspers' most significant operations are located in South Africa, where it
generates approximately 73 per cent. of its revenues, with other operations
located elsewhere in Sub-Saharan Africa, Greece, Cyprus, the Netherlands, the
United States, Thailand, India and China. Naspers creates media content, builds
brand names around it, and manages the platforms distributing the content.
Naspers delivers its content in a variety of forms and through a variety of
channels, including television platforms, internet services, newspapers,
magazines and books. Many of Naspers' businesses hold leading market positions,
and Naspers capitalises on these leading positions when expanding into new
markets.
Naspers is in the process of finalising the acquisition of a controlling
interest in Gadu-Gadu, a Polish internet communications services business and it
has a 32.6 per cent. stake in Mail.ru, an internet platform in Russia, which is
the market leader in display advertising, and internet communications and is
building a substantial presence in e-commerce.
For the year ended 31 March 2007, Naspers reported a consolidated profit on
ordinary activities before taxation, discontinued operations and minority
expenses of Rand 3,527 million (�250 million) on turnover of Rand 19,005 million
(�1,348 million) and had total assets as at that date of Rand 32,184 million
(�2,281 million). In its reviewed results for the six months ended 30 September
2007, Naspers reported a consolidated profit on ordinary activities before
taxation, discontinued operations and minority expenses of Rand 2,871 million
(�203 million) on turnover of Rand 10,497 million (�744 million) and had total
assets as at that date of Rand 33,072 million (�2,344 million).
Naspers is a publicly traded company with securities listed on the stock
exchange of the JSE Limited and American Depositary Shares listed on the London
Stock Exchange. As at 14 December 2007, Naspers had a market capitalisation of
approximately Rand 70.5 billion (�5.1 billion).
8. Information on MIH Internet
MIH Internet, incorporated in the Netherlands, is a private limited company and
an indirectly wholly-owned subsidiary of Naspers. MIH Internet was formed at the
direction of Naspers specifically for the purposes of acquiring Tradus. MIH
Internet has not traded since incorporation nor has it entered into any
obligation other than in connection with the Acquisition. Further details of MIH
Internet will be contained in the Scheme Document.
MIH Internet is part of the Myriad International Holdings B.V. business
division, a multi-national media business focused on electronic media, of
Naspers.
9. Information on Tradus
Tradus, formerly QXL ricardo, provides online consumer trading platforms and
related internet services in 12 European countries that connect buyers and
sellers. A selection of merchandise and services are available on the company's
website, ranging from consumer electronics and collectibles to lifestyle
products, cars and real estate. The company manages its operations on a regional
basis: Western Europe comprises Denmark, Norway, Switzerland and the UK; Eastern
Europe comprises Bulgaria, Czech Republic, Hungary, Poland, Romania, Russia,
Slovakia, and the Ukraine. It operates separate technology platforms in each
region.
Tradus' shares are listed on the Official List of the UK Listing Authority and
are admitted to trading on the London Stock Exchange and its ADSs are traded on
the Over the Counter Market in the United States.
For the year ended 31 March 2007, Tradus reported a consolidated profit before
taxation of �9.8 million on revenues of �36.4 million and had total assets of
�69.9 million and net assets of �59.9 million as at that date. Tradus, however,
reported pro-forma turnover for the financial year to 31 March 2007 (assuming
the Polish business to have been consolidated for the whole of such year) of
�45.8 million, generating a trading profit of �15.4 million. In its unaudited
results for the six months ended 30 September 2007, Tradus reported a
consolidated profit before taxation of �6.8 million on sales of �30.6 million
and had total assets of �77.2 million and net assets of �66.2 million as at that
date.
10. Structure of the Acquisition
It is intended that the Acquisition will be implemented by way of a court
approved scheme of arrangement between Tradus and the Scheme Shareholders under
section 425 of the Companies Act 1985 (although Naspers reserves the right to
elect to implement the Acquisition by way of an Offer subject to Panel consent,
where necessary). The procedure involves an application by Tradus to the Court
to sanction the Scheme and to confirm the cancellation of the Scheme Shares, in
consideration for which Scheme Shareholders will receive cash (as described
above).
To become effective, the Scheme requires, amongst other things, the approval of
a majority in number of the Scheme Shareholders present and voting in person or
by proxy at the Court Meeting, representing not less than 75 per cent. in value
of the Scheme Shares held by such Scheme Shareholders, together with the
sanction of the Court and the passing of the resolutions necessary to implement
the Scheme at the EGM. The Scheme will only become effective upon delivery to
the Registrar of Companies of a copy of the Court Orders and the registration of
the Court Orders. Upon the Scheme becoming effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended or voted at
the Court Meeting or the EGM. The Scheme is expected to become effective by
early March 2008.
Under the Scheme, each Scheme Share will be cancelled and new Tradus Shares will
be issued fully paid to MIH Internet. In consideration for the cancellation of
their Scheme Shares, holders of Scheme Shares will receive consideration under
the terms of the Acquisition as set out in the Scheme Document.
The Acquisition will be made on the terms and subject to the conditions set out
in this announcement and to be set out in the Scheme Documentation, including
the obtaining of applicable regulatory approvals, approvals by Tradus
Shareholders and the sanction of the Scheme by the Court. The Scheme Document
will include full details of the Acquisition, together with notices of the Court
Meeting and the EGM and the expected timetable. The Scheme Documentation will be
dispatched to Tradus Shareholders and, for information only, to holders of
options granted under the Tradus Share Schemes, in due course.
Holders of Tradus ADSs will be given the opportunity to instruct the depositary
of the Tradus ADS programme how to vote the ADS Shares underlying their Tradus
ADSs. Following the Effective Date of the Scheme, it is expected that the Tradus
ADS programme and the depositary agreement will be terminated.
11. Management and employees
Naspers attaches great importance to the skills, industry knowledge and
experience of the existing management and employees of Tradus. Naspers' and
Tradus' businesses are complementary and Naspers expects that Tradus employees
will play an important role in the enlarged group.
Naspers has no intention, following the Scheme becoming effective, of changing
the existing employment rights, terms and conditions of the employees of the
Tradus Group.
Naspers acknowledges that each relevant member of the Tradus Group will comply
with its pension obligations in accordance with statutory requirements.
12. Tradus Employee Share Schemes
Appropriate proposals will be made to participants in the Tradus Employee Share
Schemes in due course (including facilitating, where practicable, the exercise
of outstanding options conditional on the sanctioning of the Scheme and the use
of a cashless exercise facility). Details of these proposals will be set out in
the Scheme Document and in separate letters to be sent to participants in the
Tradus Employee Share Schemes.
13. Financing
The cash consideration of �946 million, excluding costs, payable by MIH Internet
under the terms of the Acquisition will be funded using a combination of
Naspers' existing resources and bridge funding of �700 million arranged by Citi
for the purposes of the Acquisition.
Following completion of the Acquisition, it is envisaged the bridge funding will
be refinanced by a combination of cash, debt and equity funding.
The Acquisition and its financing do not require Naspers shareholder approval.
All requisite approvals have been received from the South African Reserve Bank
in connection with funding related to the Acquisition.
Citi, financial adviser to Naspers and MIH Internet, is satisfied that
sufficient resources are available to satisfy the full cash consideration
payable to Tradus Shareholders under the terms of the Acquisition.
14. Implementation Agreement and exclusivity and inducement fee agreement
Myriad International Holdings B.V. and Tradus have entered in to an exclusivity
and inducement fee agreement under which Tradus has undertaken, amongst other
things:
* to pay an inducement fee to Myriad International Holdings B.V. of an
amount representing 1 per cent. of the value of the fully diluted shares of
Tradus by reference to the Acquisition price of 1,800p for each Tradus Share,
inclusive of VAT (if applicable) (being �9,463,160), in circumstances where (i)
the Tradus Board withdraws or adversely modifies its unanimous unqualified
recommendation for whatever reason before the Scheme is effective or is
withdrawn (or in the case of an Offer, before the Offer closes or lapses) or
(ii) an independent competing proposal is announced for Tradus before the Scheme
is effective or is withdrawn (or in the case of an Offer, before the Offer
closes or lapses) and that independent competing proposal subsequently becomes
or is declared unconditional in all respects or otherwise completes or is
implemented;
* not before 20 February 2008 to solicit or otherwise procure, directly
or indirectly, a competing proposal or enter into or continue discussions which
relate to or may be expected to lead to a competing proposal, except as required
for the directors of Tradus to carry out their fiduciary duties and where
discussions have resulted from unsolicited communication;
* not to accept, recommend or approve a superior proposal to the
Acquisition or withdraw, withhold or adversely modify its recommendation in
respect of the Acquisition until Myriad International Holdings B.V. has had an
opportunity to communicate to Tradus a revision to the Acquisition terms within
48 hours of Myriad International Holdings B.V. receiving notice of the terms of
the superior proposal; and
* not to pay or agree to pay any form of inducement fee or similar fee
in relation to any competing proposal before the Scheme is effective or is
withdrawn (or in the case of an Offer, before the Offer closes or lapses).
JPMorgan Cazenove considers the inducement fee and the circumstances in which it
may become payable to be in the best interests of Tradus and the Tradus
Shareholders.
In addition, Naspers and Tradus have entered into an Implementation Agreement
which sets out, amongst other things, various matters in relation to the
implementation of the Acquisition, the conduct of Tradus' business prior to the
Effective Date or lapse of the Acquisition and contains certain assurances and
confirmations between the parties, including to implement the Acquisition in
accordance with the indicative timetable contained therein. The Implementation
Agreement will terminate in certain circumstances (without prejudice to certain
obligations, including the payment of the inducement fee), including if:
* the Tradus Shareholders do not approve the Scheme at the Court Meeting
or do not pass the relevant resolutions at the EGM or the Court does not
sanction the Scheme (in each case, unless Naspers elects to effect the
Acquisition by way of an Offer);
* any of the Conditions is (or become) incapable of satisfaction; or
* the Effective Date has not occurred by 18 June 2008.
15. Disclosure of interests in Tradus
Save for the Tradus Shares which are the subject of the irrevocable undertakings
summarised in paragraph 6, neither Naspers or MIH Internet nor, so far as MIH
Internet are aware, any person acting in concert with Naspers or MIH Internet,
owns or controls any Tradus Shares or any securities convertible or exchangeable
into Tradus Shares or any rights to subscribe for or purchase the same, or holds
any options (including traded options) in respect of, or has any option to
acquire, any Tradus Shares or has entered into any derivatives referenced to
Tradus Shares ("Relevant Tradus Securities") which remain outstanding, nor does
any such person have any arrangement in relation to Relevant Tradus Securities.
For these purposes, "arrangement" includes any indemnity or option arrangement,
and any agreement or understanding, formal or informal, of whatever nature,
relating to Relevant Tradus Securities which may be an inducement to deal or
refrain from dealing in such securities.
16. Indicative timetable
The Acquisition will be made on the terms and subject to the Conditions set out
in this announcement and the further terms and conditions to be set out in the
Scheme Documentation, including the obtaining of relevant regulatory approvals
(in particular Polish competition authority clearance), approvals by Tradus
Shareholders and the sanction of the Scheme by the Court. The Scheme Document
will include full details of the Scheme, together with notices of the Court
Meeting and the EGM and the expected timetable. The Scheme Documentation will be
dispatched to Tradus Shareholders and, for information only, to holders of
options granted under the Tradus Share Schemes, in due course.
An indicative timetable of principal events is as follows:
Event Indicative timing
Posting of Scheme Document mid-January 2008
Court Meeting and EGM early February 2008
Court hearing to sanction the Scheme and confirm early March 2008
Reduction of Capital (if the Scheme is approved by
Shareholders)
Effective Date of the Scheme (if sanction and early March 2008
confirmation of the Court is received)
Latest date for consideration to be posted to Tradus 14 days after Effective Date
Shareholders
All dates in this announcement which relate to the implementation of the Scheme
are subject to the approval of the Court and to the Conditions being satisfied
(in particular the receipt of satisfactory clearance from the Polish competition
authority in respect of the Acquisition due to a mandatory filing requirement).
A more detailed timetable will be included in the Scheme Document.
In deciding whether or not to vote in favour of the Scheme, Tradus Shareholders
should rely on the information contained in, and follow the procedures described
in, the Scheme Document and the Form of Proxy.
17. General
MIH Internet reserves the right, with the consent of the Panel (where
necessary), to elect to implement the Acquisition by making an Offer for the
entire issued and to be issued share capital of Tradus.
If MIH Internet elects to implement the Acquisition by an Offer, the Offer will
be implemented on the same terms (subject to appropriate amendments and with the
consent of the Panel, where necessary), so far as applicable, as those which
would apply to the Scheme. Furthermore, if sufficient acceptances of such Offer
are received and/or sufficient Tradus Shares are otherwise acquired, it is the
intention of MIH Internet to apply the provisions of Part 28 of the Companies
Act 2006 to acquire compulsorily any outstanding Tradus Shares to which such
Offer relates.
It is intended that, following the Acquisition becoming effective and subject to
applicable requirements of the London Stock Exchange and the UK Listing
Authority, MIH Internet will procure that Tradus will apply to the London Stock
Exchange and the UK Listing Authority for cancellations, respectively, of the
admission to trading of the Tradus Shares on the London Stock Exchange's market
for listed securities and of the listing of the Tradus Shares on the Official
List.
The Acquisition will be subject to the conditions set out in Appendix I.
Appendix II contains the bases and sources of certain information contained in
this announcement. The definitions of certain terms used in this announcement
are set out in Appendix IV.
Enquiries
Naspers
Mark Sorour (Group Chief Investment Officer) Telephone: +27 (0) 21 406 3008
Steve Pacak (Group Chief Financial Officer) Telephone: +27 (0) 21 406 3585
Citi Telephone: +44 (0) 20 7986 4000
(Sole financial adviser and corporate broker to Naspers and MIH Internet)
London
Matthew Smith
Michael Longoni
Charles Lytle (Corporate Broking)
South Africa Telephone: +27 (0) 11 944 1000
Nick Pagden
Tradus Telephone: +44 (0) 20 7384 6310
Simon Duffy (Chairman)
Robert Dighero (Chief Financial Officer)
Alison Cabot (Investor Relations)
JPMorgan Cazenove Telephone: +44 (0) 20 7588 2828
(Sole financial adviser and corporate broker to Tradus)
Harry Hampson
David Harvey-Evers
Donald Monson
Financial Dynamics Telephone: +44 (0) 20 7831 3113
(Financial PR to Tradus)
James Melville-Ross
Juliet Clarke
This announcement does not constitute or form any part of an offer or invitation
to sell or purchase any securities or the solicitation of an offer to buy any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made solely by
means of the Scheme Document and the Form of Proxy accompanying the Scheme
Documentation, which will contain the full terms and conditions of the
Acquisition, including details of how to vote in favour of the Acquisition.
Tradus Shareholders are advised to read this announcement in conjunction with
the formal documentation in relation to the Acquisition carefully, once it has
been dispatched. The Acquisition will be subject to the conditions set out in
Appendix I of this announcement and the full conditions and further terms which
will be set out in the Scheme Document and Form of Proxy. This announcement and
all other materials related to the Acquisition are solely directed to existing
Tradus Shareholders.
Any acceptance or other responses to the Acquisition should be made only on the
basis of the information in Scheme Document. Tradus will prepare the Scheme
Document to be distributed to the Tradus Shareholders.
Citi, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Naspers and MIH Internet and no
one else in relation to the matters referred to in this announcement and will
not be responsible to anyone other than Naspers and MIH Internet for providing
the protections afforded to clients of Citi nor for providing advice in relation
to these matters, the content of this announcement or any matter referred to
herein.
JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Tradus and no one
else in relation to the matters referred to in this announcement and will not be
responsible to anyone other than Tradus for providing the protections afforded
to clients of JPMorgan Cazenove nor for providing advice in relation to these
matters, the content of this announcement or any matter referred to herein.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
The Acquisition will be subject to the applicable rules and regulations of the
UK Listing Authority, the London Stock Exchange and the City Code.
Notice to US investors in Tradus
The Acquisition relates to the shares of a UK company, is subject to UK
disclosure requirements (which are different from those of the US) and is
proposed to be made by means of a scheme of arrangement provided for under
English company law. Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of arrangement which
differ from the disclosure requirements and practices for US proxy
solicitations, shareholder votes or tender offers. Financial information
included in this announcement has been prepared, unless specifically stated
otherwise, in accordance with accounting standards applicable in the UK and, in
respect of Naspers, South Africa and thus may not be comparable to the financial
information of US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the US. Also, the
settlement procedure with respect to the Acquisition will be consistent with UK
practice, which may differ from procedures in comparable transactions in
countries other than the UK in certain material respects, particularly with
regard to date of payment. If MIH Internet exercises its right to implement the
Acquisition by way of an Offer, the Acquisition will be made in compliance with
applicable UK laws and regulations.
Neither the SEC nor any securities commission of any state of the United States
has (a) approved or disapproved of the Acquisition; (b) passed upon the merits
or fairness of the Acquisition; or (c) passed upon the adequacy or accuracy of
the disclosure in this document. Any representation to the contrary may be a
criminal offence in the United States.
It may be difficult for US holders of Tradus Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Naspers and
Tradus are not located in the US, and some or all of their officers and
directors may be residents of a country other than the United States. US holders
of Tradus Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Forward looking statements
This announcement includes certain "forward-looking statements" concerning
Tradus. These statements are based on the current expectations of the management
of Tradus and Naspers and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein include
statements about the expected effects on Naspers of the Acquisition, the
expected timing and scope of the Acquisition, anticipated earnings enhancements,
estimated cost savings and other synergies, costs to be incurred in achieving
synergies, potential disposals and other strategic options and all other
statements in this announcement other than historical facts. Forward-looking
statements include, without limitation, statements typically containing words
such as "intends", "expects", "anticipates", "targets", "estimates" and words of
similar import. Although Tradus and Naspers believe that the expectations
reflected in such forward-looking statements are reasonable, Tradus and Naspers
can give no assurance that such expectations will prove to have been correct. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the satisfaction of
the conditions to the Acquisition, and Naspers' ability to successfully
integrate the information technology platforms and other operations and
employees of Tradus, as well as additional factors, such as: local and global
political and economic conditions; foreign exchange rate fluctuations and
interest rate fluctuations (including those from any potential credit rating
decline); legal or regulatory developments and changes; the impact of any
material disruption to information technology systems; Naspers' ability
successfully to expand internationally and manage growth; the impact of any
acquisitions or similar transactions; competition and pricing pressures;
increasing dependence on sales in emerging markets; and non-payment by
customers. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. Given these
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results. Neither Tradus nor
Naspers undertake any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of Tradus, all "dealings" in any "relevant securities" of
Tradus (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Scheme and/or Offer becomes effective, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Tradus, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Tradus by Naspers or Tradus, or by any of their respective "
associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
APPENDIX I
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND ACQUISITION
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming effective by no later than 18 June 2008, or such
later date (if any) as MIH Internet and Tradus may agree and the Court may
allow.
2. The Scheme will be subject to the following conditions:
(a) its approval by a majority in number representing 75 per cent. or more in
nominal value of the Scheme Shareholders (or the relevant class or classes
thereof), present and voting, either in person or by proxy, at the Court Meeting
and at any separate class meeting which may be required by the Court or at any
adjournment of that Court Meeting;
(b) all resolution(s) necessary to approve and implement the Scheme (or to
comply with the City Code) being passed by the requisite majority or majorities
at an EGM of Tradus or at any adjournment of that EGM; and
(c) the sanction with or without modification (but subject to any such
modification being acceptable to MIH Internet and Tradus) of the Scheme and the
confirmation of the Reduction of Capital by the Court and:
(i) the delivery of an office copy of each of the Court Orders and of
the minute confirming the Reduction of Capital to the Registrar of Companies;
and
(ii) the registration of the Court Order effecting the Reduction of
Capital by the Registrar of Companies.
3. In addition, MIH Internet and Tradus have agreed that, subject as stated
in paragraph 6 below, the Acquisition will also be conditional upon, and
accordingly the necessary actions to make the proposed acquisition of Tradus by
MIH Internet effective will only be taken upon, the following conditions (as
amended if appropriate) having been satisfied or waived:
(a) notification pursuant to the Polish Competition and Consumers Protection
Act 2007 (the "Act") in relation to the Acquisition and the proposed acquisition
of any Tradus Shares or control of Tradus by MIH Internet or any member of the
Naspers Group having been made; and
(i) unconditional merger control clearance for the Acquisition having
been received; or
(ii) conditional merger control clearance for the Acquisition having
been received in terms satisfactory to MIH Internet; or
(iii) the Acquisition having been deemed to have been cleared because
all applicable waiting periods under the Act have expired; or
(iv) the Polish competition authority (the "Authority") having rejected
the notification on the basis of a conclusion that the Acquisition is not a
concentration subject to notification pursuant to the Act; or
(v) the Authority having issued a decision to discontinue its review,
otherwise than as a result of withdrawal of the notification, provided that such
decision allows MIH Internet to carry out the Acquisition without infringing
Polish merger control;
(b) no Relevant Authority having decided to take, institute, implement or
threaten (by notification in writing) any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed any statute,
regulation, decision or order, or having taken any other steps which would or
might reasonably be expected to, in each case to an extent which is material in
the context of the Wider Naspers Group or Wider Tradus Group taken as a whole:
(i) make the Acquisition or its implementation, or the acquisition or
proposed acquisition by MIH Internet or any member of the Wider Naspers Group of
any shares or other securities in, or control of, Tradus void, illegal, or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, materially restrain, restrict, prohibit, delay or otherwise
materially interfere with the same, or impose additional conditions or financial
or other obligations with respect thereto, or otherwise challenge or materially
interfere therewith;
(ii) impose any material limitation on the ability of any member of the
Wider Naspers Group or any member of the Wider Tradus Group to conduct all or
any part of their respective businesses or to own or control any of their
respective material assets or properties or any material part thereof or to
require, prevent or delay the divestiture (or alter the terms of any proposed
divestiture) by any member of the Wider Naspers Group or Wider Tradus Group of
all or part of their respective businesses, assets or properties;
(iii) impose any limitation on, or result in a material delay in, the
ability of any member of the Wider Naspers Group, directly or indirectly, to
acquire or to hold or to exercise effectively all or any rights of ownership in
respect of the Tradus Shares or any shares or loans or securities convertible or
exchangeable into Tradus Shares or any other securities (or the equivalent) in
any member of the Wider Tradus Group or to exercise management control over any
such member;
(iv) require any member of the Wider Naspers Group or the Wider Tradus
Group to offer to acquire or repay any shares or other securities (or the
equivalent) or interest in and/or indebtedness of any member of the Wider Tradus
Group or the Wider Naspers Group;
(v) impose any limitation on the ability of any member of the Wider
Naspers Group or Wider Tradus Group to integrate or co-ordinate its business, or
any part of it, with the businesses of any other members of the Wider Naspers
Group or Wider Tradus Group;
(vi) result in any member of the Wider Tradus Group ceasing to be able to
carry on business under any name under which it presently does so; or
(vii) otherwise materially adversely affect any or all of the businesses,
assets, financial or trading position profits or long term prospects (where such
long term prospects do not relate to a change in general economic conditions and
which could not reasonably have been foreseen on the date hereof) of any member
of the Wider Naspers Group or of any member of the Wider Tradus Group,
and all applicable waiting and other time periods during which any such
Regulatory Authority could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or take any other step or
intervene under the laws of any jurisdiction in respect of the Acquisition or
the acquisition or proposed acquisition of any Tradus Shares having expired,
lapsed or been terminated;
(c) all authorisations, orders, grants, recognitions, confirmations, licences,
certificates, consents, clearances, permissions and approvals ("Authorisation")
reasonably deemed necessary or appropriate by MIH Internet in any jurisdiction
for or in respect of the Acquisition or the acquisition or proposed acquisition
by MIH Internet of any shares or other securities in, or control of, Tradus or
the carrying on by any member of the Wider Tradus Group of its business having
been obtained in terms and in a form reasonably satisfactory to MIH Internet
from all appropriate Relevant Authorities or (without prejudice to the
generality of the foregoing) from any persons or bodies with whom any member of
the Wider Tradus Group has entered into contractual arrangements, in each case
where the absence of such authorisations would have a material adverse effect on
the Wider Tradus Group taken as a whole, and all such authorisations remaining
in full force and effect and all filings necessary for such purpose having been
made and there being no notice or intimation of any intention to revoke,
suspend, restrict or amend or not to renew the same at the time the Scheme is
due (but for this condition) to become effective;
(d) except as (i) publicly announced by Tradus in accordance with the Listing
Rules, or (ii) disclosed in the annual report and accounts of Tradus for the
year ended 31 March 2007, or (iii) disclosed in the interim report of Tradus for
the six months ended 30 September 2007, or (iv) as otherwise fairly disclosed in
writing to MIH Internet or its advisers by or on behalf of any member of the
Tradus Group prior to the date hereof, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any member
of the Wider Tradus Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, which in consequence of the
Acquisition or the proposed acquisition of any shares or other securities in
Tradus or because of a change in the control or management of Tradus or
otherwise, would or could reasonably be expected to result in (to an extent
which is material in the context of the Wider Tradus Group as a whole):
(i) any indebtedness or liabilities (actual or contingent) of, or any
grant available to, any such member, being or becoming repayable or capable of
being declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member to borrow
moneys or incur any indebtedness being withdrawn or inhibited or being capable
of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument, or
the rights, liabilities, obligations or interests of any member of the Wider
Tradus Group thereunder, being or becoming capable of being terminated or
adversely modified or affected or any obligation or liability arising thereunder
or any adverse action being taken;
(iii) any assets or interests of, or any asset or interest the use of
which is enjoyed by, any member of the Wider Tradus Group being or falling to be
disposed of or charged (otherwise than in the ordinary course of business) or
ceasing to be available to any member of the Wider Tradus Group or any right
arising under which any such asset or interest would or could be reasonably
expected to be required to be disposed of or charged or would or could be
reasonably expected not to be available to any member of the Wider Tradus Group
in each case otherwise than in the ordinary course of business;
(iv) the creation of any mortgage, charge or other security interest over
the whole or any part of the business, property, assets or interests of any
member of the Wider Tradus Group or any such security interest (whenever
created, arising or having arisen) being enforced or becoming enforceable;
(v) the value of any member of the Wider Tradus Group or its financial
or trading position or long term prospects (where such long term prospects do
not relate to a change in general economic conditions and which could not
reasonably have been foreseen on the date hereof) being materially prejudiced or
adversely affected;
(vi) any member of the Wider Tradus Group ceasing to be able to carry on
business under any name under which it presently does so; or
(vii) the creation of any liability, actual or contingent, by any member
of the Wider Tradus Group otherwise than in the ordinary course of business,
and no event having occurred which, under any provision of any such agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Tradus Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or could reasonably be expected
to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (vii) of this paragraph (d) to an extent which is material
in the context of the Wider Tradus Group as a whole;
(e) since 31 March 2007 and except as disclosed in Tradus' annual report and
accounts for the year ended 31 March 2007 or in the interim results statement of
Tradus for the six months ended on 30 September 2007, or as otherwise publicly
announced by Tradus through an RIS or fairly disclosed in writing to MIH
Internet or its advisers by or on behalf of any member of the Tradus Group,
prior to the date hereof, no member of the Wider Tradus Group having:
(i) save as between Tradus and wholly-owned subsidiaries of Tradus or
for Tradus Shares issued pursuant to the exercise of options granted under the
Tradus Employee Share Schemes or pursuant to the Litigation Settlement
Agreement, issued, authorised or proposed the issue of shares or securities of
any class or securities convertible into or exchangeable for shares of any class
or rights, warrants or options to subscribe for, or acquire, any such shares or
convertible or exchangeable securities;
(ii) other than any distribution by any wholly-owned subsidiary within
the Tradus Group or to Tradus, recommended, declared, paid or made or proposed
to recommend, declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise;
(iii) save for transactions as between subsidiaries within the Tradus
Group or between Tradus and any of its subsidiaries on arm's length terms,
effected, authorised or announced any intention (1) to merge or demerge any body
corporate, partnership or business; (2) to acquire, dispose of or transfer,
mortgage, charge or create any security interest over, any assets or shares or
any right, title or interest in any assets or shares; (3) for a reconstruction,
amalgamation, or scheme in respect of itself or another member of the Wider
Tradus Group, in each case other than in the ordinary course of business and
which in each case would be material in the context of the Wider Tradus Group
taken as a whole;
(iv) save for transactions between Tradus and its wholly-owned
subsidiaries, made or authorised or proposed or announced an intention to
propose any change in its loan capital;
(v) issued, authorised or proposed the issue of any debentures or (save
for transactions between Tradus and/or its wholly-owned subsidiaries), save in
the ordinary course of business, incurred or increased any indebtedness or
become subject to any liability, actual or contingent, which is material in the
context of the Tradus Group as a whole;
(vi) purchased, redeemed, repaid, or reduced or proposed the purchase,
redemption, repayment or reduction of any of its own shares or other securities
or, save in respect to the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share or loan capital;
(vii) entered into or made any offer to enter into or vary the terms of
any contract with any director or Persons Discharging Managerial Responsibility
(as such term is defined in the UK Listing Rules) of Tradus or Wider Tradus
Group;
(viii) entered into or varied or authorised or announced its intention to
enter into or vary any contract, transaction or commitment (whether in respect
of capital expenditure or otherwise) which is of a long term, onerous or unusual
nature or magnitude, or which involves or could involve an obligation of such a
nature or magnitude or which is other than in the ordinary course of business,
in each case which is material in the context of the Wider Tradus Group taken as
a whole;
(ix) (other than in respect of a member which is dormant and was solvent
at the relevant time) taken any corporate action or had any legal proceedings
started or threatened (in writing) against it for its winding-up, dissolution,
striking off or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer over all or
any material part of its assets or revenues or for any analogous steps or
proceedings in any jurisdiction for the appointment of any analogous person in
any jurisdiction;
(x) been unable or admitted in writing that is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xi) entered into any contract, transaction or arrangement which is or
would be restrictive on the business of any member of the Wider Tradus Group in
any such case which is material in the context of the Wider Tradus Group taken
as a whole;
(xii) waived or compromised any claim otherwise than in the ordinary
course of business, which is material in the context of the Wider Tradus Group
taken as a whole;
(xiii) having made or agreed or consented to any variation, change,
amendment, modification or supplement to the Litigation Settlement Agreement or
any ancillary documentation thereto;
(xiv) having made or agreed or consented to any material change to:
1. the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider Tradus Group for its directors, employees
or their dependents;
2. the contributions payable to any such scheme(s) or to the benefits which
accrue or to the pensions which are payable thereunder;
3. the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
4. the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued or made;
(xv) save in respect of any amendments to the Tradus Employee Share Schemes
described in this announcement, proposed, agreed to provide, or modified the
terms of, any share option scheme, incentive scheme or other material benefit
relating to the employment or termination of employment of any person employed
by the Wider Tradus Group;
(xvi) made any amendment to the memorandum or articles of association of
Tradus or any subsidiary of QXL Holding B.V, save where required by any
mandatory rule of applicable law or regulation;
(xvii) save as between Tradus and its subsidiaries, granted any lease or third
party rights in respect of any of the leasehold or freehold property owned or
occupied by it or transferred or otherwise disposed of any such property in any
such case which is material in the context of the Wider Tradus Group taken as a
whole;
(xviii) entered into an agreement, arrangement or commitment or passed any
resolution or made any offer (which remains open for acceptance) with respect to
or announced any intention to, or to propose to, effect any of the transactions,
matters or events referred to in this paragraph;
(f) since 31 March 2007 and except as disclosed in the accounts for the year
ended 31 March 2007 or in the interim results statement of Tradus for the six
months ended on 30 September 2007 or as otherwise publicly announced through a
RIS or fairly disclosed in writing to MIH Internet or its advisers by or on
behalf of any member of the Tradus Group prior to the date hereof:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or long term
prospects (where such long term prospects do not relate to a change in general
economic conditions and which could not reasonably have been foreseen on the
date hereof) of any member of the Wider Tradus Group which is material in the
context of the Wider Tradus Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Tradus Group is or may become a
party (whether as a claimant, defendant or otherwise) and no investigation by or
complaint or reference to any Relevant Authority, against or in respect of any
member of the Wider Tradus Group, having been instituted, announced or
threatened by or against or remaining outstanding in respect of any member of
the Wider Tradus Group which in any such case might reasonably be expected to
adversely affect any member of the Wider Tradus Group and which is material in
the context of the Wider Tradus Group taken as a whole;
(iii) no contingent or other liability of any member of the Wider Tradus
Group having arisen or become apparent or increased which would be reasonably
likely to adversely affect any member of the Wider Tradus Group and which is
material in the context of the Wider Tradus Group taken as a whole; and
(iv) no steps having been taken and no omissions having been made which
are or are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any authorisation held by or granted to any
member of the Wider Tradus Group, which is necessary for the proper carrying on
of its business and which is material in the context of the Wider Tradus Group
taken as a whole;
(g) save as fairly disclosed in writing to MIH Internet or its advisers prior
to the date hereof by or on behalf of any member of the Tradus Group, MIH
Internet not having discovered:
(i) that any financial, business or other information concerning the
Wider Tradus Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider Tradus Group is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not materially misleading to an extent
which in any such case is material in the context of the Wider Tradus Group
taken as a whole;
(ii) that any member of the Wider Tradus Group is subject to any
liability (contingent or otherwise) which is not disclosed in the annual report
and accounts of Tradus for the year ended 31 March 2007 or the consolidated
interim results for the six months ended 30 September 2007 which is material in
the context of the Wider Tradus Group taken as a whole; or
(iii) any information which materially affects the import of any
information disclosed to MIH Internet at any time by or on behalf of any member
of the Wider Tradus Group which in any such case is material in the context of
the Wider Tradus Group taken as a whole;
(h) save as fairly disclosed to MIH Internet or its advisers in writing prior
to the date hereof MIH Internet not having discovered that, in relation to any
release, emission, accumulation, discharge, disposal or other fact or
circumstance which has impaired or is likely to impair the environment
(including property) or harmed or is likely to harm human health, a past or
present member of the Wider Tradus Group: (i) having committed any violation of
any applicable laws, statutes, regulations, notices or other requirements of any
Relevant Authority; and/or (ii) having incurred any liability (whether actual or
contingent) to any person; and/or (iii) being required, to make good, remediate,
repair, reinstate or clean up the environment (including any property), which
(in each case) is material in the context of the Wider Tradus Group taken as a
whole.
4. The Acquisition will lapse and the Scheme will not proceed if, before
the Effective Date:
(a) the European Commission initiates proceedings under Articles 6(1)(c) of
the ECMR; or
(b) the Acquisition is referred to the Competition Commission.
5. If the Acquisition lapses or is withdrawn, it will cease to be capable
of further acceptance. Tradus Shareholders who have already accepted the
Acquisition shall then cease to be bound by the acceptances delivered on or
before the date on which the Acquisition lapses or is withdrawn.
6. Subject to the requirements of the Panel, MIH Internet reserves the
right to waive in whole or in part, in its discretion, all or any of the
Conditions contained in paragraph 3 of this Appendix I. Any Confirmation (as
defined in the Implementation Agreement) or waiver given immediately prior to
the Reduction Record Time shall be irrevocable.
7. If MIH Internet is required by the Panel to make an offer for Tradus
Shares under the provisions of Rule 9 of the City Code, MIH Internet may make
such terms and conditions of the Acquisition as are necessary to comply with the
provisions of that Rule.
8. MIH Internet reserves the right to elect (with the consent of the Panel,
where necessary) to implement the Acquisition by way of an Offer as it may
determine in its sole and absolute discretion. In such event, such Offer will be
implemented on the same terms, so far as applicable, as those which would apply
to the Scheme, subject to appropriate amendments to reflect the change in method
of effecting the Acquisition, including (without limitation and subject to the
consent of the Panel, where necessary) an acceptance condition set at 90 per
cent. (or such lesser percentage, being more than 50 per cent., as MIH Internet
may decide): (i) in nominal value of the shares to which such Offer relates;
(ii) of the voting rights attached to those shares.
9. This Acquisition, and any rights or liabilities arising thereunder or in
connection therewith, will be governed by English law and be subject to the
jurisdiction of the English courts and to the conditions set out in the Scheme
Document and any forms of election or acceptance in relation thereto. The rules
and regulations of the Financial Services Authority, the London Stock Exchange,
the City Code and the Companies Acts shall, so far as they are appropriate and
applicable, apply to the Offer and the Scheme.
10. The ability to effect the Acquisition in respect of persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
11. If the Acquisition is effected, save to the extent cancelled pursuant to
the Scheme, the Tradus Shares which will be acquired pursuant to the Acquisition
will be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights now or hereafter
attaching or accruing to them, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any) declared, made
or paid on or after the date of this announcement.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1. There are 46,184,709 Tradus Shares in issue at the date of this
announcement.
2. The cash consideration of �946 million payable under the Acquisition is
based on the fully diluted share capital of Tradus being 52,573,109 Tradus
Shares. This has been calculated on the basis of:
* the number of issued Tradus Shares referred to in paragraph 1 above;
* further Tradus Shares of 6,388,400 which are capable of being issued
on or after the date of this announcement on: (i) the exercise of options or
vesting of awards under the Tradus Employee Share Schemes, amounting in
aggregate to 2,582,920 Tradus Shares, and (ii) the issue of Litigation
Settlement Shares under the terms of the Litigation Settlement Agreement,
amounting in aggregate to 3,805,480 Tradus Shares; and
3. Unless otherwise stated:
* financial information relating to Naspers has been extracted or
derived (without any adjustment) from the audited annual report and accounts of
Naspers for the year ended 31 March 2007 and reviewed interim report for the six
months ended 30 September 2007;
* exchange rates of Rand 13.35 to �1 and Rand 14.22 to �1 (being the
average Rand/� exchange rates as at close of business in London over the year to
31 March 2007 and six months to 30 September 2007, respectively) and Rand 14.28
to �1 and Rand 14.07 to �1 (being the Rand/� exchange rate as at close of
business in London at 31 March 2007 and 30 September 2007 respectively) have
been used for the income statement and balance sheet amounts respectively,
sourced from Bloomberg;
* financial information relating to Tradus has been extracted or derived
(without any adjustment) from the audited annual report and accounts of Tradus
for the year ended 31 March 2007 and Tradus' announcement dated 18 October 2007
of its interim results for the six months ended 30 September 2007 which are
unaudited; and
* information relating to Tradus has been provided by the Tradus
Directors.
4. Unless otherwise stated, all prices and closing prices for Tradus Shares
are closing middle market quotations derived from Daily Official List.
5. An exchange rate of Rand 13.81 to �1 has been used, being the Rand/�
exchange rate as at close of business in London on 14 December 2007, sourced
from the Financial Times (London Edition), has been used to calculate the market
capitalisation of Naspers as at 14 December 2007.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following holders of Tradus Shares have given irrevocable undertakings to
vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM:
Name Number of Tradus Shares Percentage of issued share capital
R S Dighero 36,300 0.1
G B McInroy 4,300 0.0
D Barnea 135,000 0.3
Professor A J Neyman 80,000 0.2
P E Rowley 3,255 0.0
Novator Equities Limited 4,947,590 10.7
Wouwer Investeringen B.V.(1) 3,073,548 6.7
Total 8,279,993 17.9
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Acquisition" the proposed acquisition by MIH Internet or another
wholly-owned member of Naspers Group of the entire issued
and to be issued ordinary share capital of Tradus to be
implemented by general offer by means of the Scheme or, if
MIH Internet so determines in its sole and absolute
discretion, by means of the Offer (subject to the consent of
the Panel wherever necessary);
"Citi" Citigroup Global Markets Limited;
"City Code" the Code on Takeovers and Mergers issued from time to time
by or on behalf of the Panel;
"Companies Acts" the Companies Act 1985 and Companies Act 2006;
"Companies Act 1985" the Companies Act 1985, as amended;
"Companies Act 2006" the Companies Act 2006, as amended;
"Conditions" the conditions to the Acquisition which are set out in
Appendix I to this announcement, and "Condition" shall be
construed accordingly;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Scheme Shareholders to be convened pursuant
to an order of the Court pursuant to section 425 of the
Companies Act 1985 for the purpose of considering and, if
thought fit, approving the Scheme (with or without
modification), and any adjournment thereof;
"Court Orders" the Scheme Court Order and/or the Reduction Court Order, as
the case may be;
"Daily Official List" the Daily Official List of the London Stock Exchange;
"ECMR" the European Commission Merger Regulation (Council
Regulation No 139/2004);
"Effective Date" (1) the date on which the Acquisition becomes effective in
accordance with its terms; or
(2) if Naspers elects to implement the Acquisition by way of
an Offer, the date the Offer becomes or is declared
unconditional in all respects;
"EGM" the extraordinary general meeting of Tradus Shareholders to
be convened in connection with the Acquisition, and any
adjournment thereof;
"Financial Services Authority" the UK Financial Services Authority;
"Form of Proxy" the form of proxy for use by Tradus Shareholders at the EGM
and the Court Meeting;
"Implementation Agreement" the implementation agreement dated on or about the date of
this announcement between Naspers and Tradus;
"JPMorgan Cazenove" JPMorgan Cazenove Limited;
"JSE Limited" JSE Limited (formerly the JSE Securities Exchange South
Africa), registration number 2005/022939/06, a public
company incorporated in South Africa, licensed as a
securities exchange in terms of the (South African)
Securities Services Act of 2004;
"Litigation Settlement Agreement" the litigation settlement agreement entered into on 29 June
2006 between Tradus and, among others, Wouwer Investeringen
B.V. and Tomasz Dudziak;
"Litigation Settlement Shares" the "Deferred Consideration Shares" and "Retention Shares",
as such terms are defined in the Litigation Settlement
Agreement;
"London Stock Exchange" London Stock Exchange plc;
"Meetings" the Court Meeting and/or the EGM, as the case may be;
"MIH Internet" MIH Internet B.V., registration number 146 7873 and trade
register number 34288716, a private company incorporated in
the Netherlands;
"Naspers" Naspers Limited, registration number 1925/00/1431/06, a
public company incorporated in South Africa;
"Naspers Group" Naspers and its wholly-owned subsidiaries and subsidiary
undertakings from time to time and "member of the Naspers
Group" shall be construed accordingly;
"Offer" means, if MIH Internet elects to effect the Acquisition by
means of a takeover offer (as defined in Part 28 of the
Companies Act 2006), the offer to be made by or on behalf of
MIH Internet to acquire the entire issued and to be issued
ordinary share capital of Tradus (at a price of not less
than �18 per ordinary share) including, where the context so
requires, any subsequent revision, variation, extension or
renewal thereof (provided that the price is not less than
�18 per ordinary share);
"Official List" the Official List of the UK Listing Authority;
"Panel" the UK Panel on Takeovers and Mergers;
"Reduction Court Hearing" the hearing by the Court of the application to confirm the
Reduction of Capital;
"Reduction Court Order" the order of the Court confirming the Reduction of Capital
under section 137 of the Companies Act 1985;
"Reduction of Capital" the reduction of Tradus' share capital pursuant to section
135 of the Companies Act 1985, by way of the cancellation of
the Scheme Shares, provided for by the Scheme;
"Reduction Record Time" the time and date specified as such in the Scheme Document,
expected to be 10.00 a.m. on the day of the Reduction Court
Hearing;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Relevant Authority" any central bank, ministry, governmental, quasi-governmental
(including the European Union), supranational, statutory,
regulatory or investigative body or authority (including any
national or supranational anti-trust or merger control
authority), national, state, municipal or local government
(including any subdivision, court, administrative agency or
commission or other authority thereof), private body
exercising any regulatory, taxing, importing or other
authority, trade agency, association, institution or
professional or environmental body or any other person or
body whatsoever in any relevant jurisdiction, including, for
the avoidance of doubt, the Panel and the Financial Services
Authority;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result
in a significant risk of civil, regulatory or criminal
exposure if information is sent or made available to Tradus
Shareholders in that jurisdiction;
"Scheme" the proposed scheme of arrangement under section 425 of the
Companies Act 1985 between Tradus and the Scheme
Shareholders (at a price not less than �18 per ordinary
share), the terms of which are to be set out in the Scheme
Document, with or subject to any variation, modification,
supplement, addition or condition thereto approved or
imposed by the Court and agreed to by Tradus and MIH
Internet (provided that it is at a price of not less than
�18 per ordinary share);
"Scheme Court Hearing" the hearing by the Court to sanction the Scheme;
"Scheme Court Order" the order of the Court sanctioning the Scheme under section
425 of the Companies Act 1985;
"Scheme Document" or "Scheme the document addressed to Tradus Shareholders containing,
Documentation" inter alia, the Scheme and the notices of the Meetings;
"Scheme Shareholders" the holders of Scheme Shares (including those represented by
Target ADSs);
"Scheme Shares" all Tradus Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme
Document and before the Voting Record Time; and
(iii) (if any) issued at or after the Voting Record
Time but on or before the Reduction Record Time either on
terms that the original or any subsequent holders thereof
shall be bound by the Scheme or in respect of which the
holders thereof have agreed in writing to be bound by the
Scheme,
but excluding Tradus Shares legally or beneficially owned by
any member of the Tradus Group;
"South Africa" the Republic of South Africa;
"Tradus" Tradus plc (formerly QXL ricardo plc), registration number
3430894, a public company incorporated in England and Wales;
"Tradus ADS" an American Depositary share representing 250 Tradus Shares;
"Tradus Board" the board of directors of Tradus;
"Tradus Employee Share Schemes" The 1999 Approved Employee Share Option Scheme, the 1999
Unapproved Share Option Scheme and various individual option
arrangements with non-executive directors of Tradus;
"Tradus Group" Tradus and its wholly-owned subsidiaries and subsidiary
undertakings from time to time and "member of the Tradus
Group" shall be construed accordingly;
"Tradus Shareholders" holders of Tradus Shares;
"Tradus Shares" the ordinary shares of 5p each in the capital of Tradus;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"UK Listing Authority" the Financial Services Authority acting in its capacity as
the competent authority for the purpose of Part VI of the
Financial Services and Markets Act 2000 (as amended);
"US" or "United States" The United States of America, its territories and
possessions, any state of the United States of America and
the District of Columbia;
"US Exchange Act" US Securities Exchange Act 1934, as amended and the rules
and regulations thereunder;
"US Securities Act" US Securities Act 1933, as amended and the rules and
regulations thereunder;
"Voting Record Time" the time and date specified in the Scheme Document by
reference to which entitlement to vote on the Scheme will be
determined, expected to be 6.00 p.m. on the day which is two
days before the date of the Court Meeting or, if the Court
Meeting is adjourned, 6.00 p.m. on the day which is two days
before the date of such adjourned Court Meeting;
"Wider Naspers Group" the Naspers Group and its associated undertakings and any
other body corporate, partnership, joint venture or persons
in which a member of the Naspers Group and such undertakings
(aggregating their interests) have an interest of more than
20 per cent. of the voting or equity capital or the
equivalent and "member of the Wider Naspers Group" shall be
construed accordingly; and
"Wider Tradus Group" the Tradus Group and its associated undertakings and any
other body corporate, partnership, joint venture or persons
in which a member of the Tradus Group and such undertakings
(aggregating that interest) have an interest of more than 20
per cent. of the voting or equity capital or the equivalent
and "member of the Wider Tradus Group" shall be construed
accordingly.
--------------------------
(1) As at the date of this announcement
--------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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