Posting of Scheme Document

RNS Number:7422L
Tradus PLC
14 January 2008

Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction



14 January 2008



                     RECOMMENDED CASH OFFER FOR TRADUS PLC



                           Posting of Scheme Document



On 18 December 2007, the boards of Naspers Limited ("Naspers") and Tradus plc ("
Tradus") (formerly QXL ricardo plc) announced that they had 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 between Tradus and
its Shareholders under section 425 of the Companies Act 1985 ("Scheme").



The board of Tradus is pleased to announce that it has today posted to Tradus
Shareholders, Tradus ADS Holders and, for information only, to Tradus
Optionholders, a circular containing, inter alia, the terms and conditions of
the Scheme, an explanatory statement pursuant to section 426 of the Act, notices
of the required meetings, a timetable of principal events and details of the
action to be taken by Tradus Shareholders (the "Scheme Document").



As described in the Scheme Document, to become effective, the Scheme will
require the approval of Scheme Shareholders at the Court Meeting, and the
passing of a special resolution at the General Meeting of Tradus. The Court
Meeting and the General Meeting will both be held at the offices of Financial
Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB on Friday 8
February 2008 at 10.00 a.m. and 10.15 a.m. (or in the case of the General
Meeting as soon thereafter as the Court Meeting has been concluded or adjourned)
respectively.



The Scheme will also require the subsequent sanction of the Court and
confirmation of the associated reduction of capital by the Court. A full
description of the required approvals and terms and conditions of the Scheme,
together with the action to be taken by Tradus Shareholders and the persons
entitled to vote at the above meetings, are set out in the Scheme Document.
Subject to approval at the relevant meetings and the satisfaction or waiver of
the other conditions set out in the Scheme Document, the Scheme is expected to
become effective on 7 March 2008.



The Scheme Document is available for inspection during normal business hours on
any weekday (public holidays excepted) at the offices of DLA Piper, 3 Noble
Street, London EC2V 7EE. The document will also be available until the Effective
Date on Tradus' website at www.tradus.com.



Capitalised terms used, but not defined, in this announcement shall have the
same meaning as set out in the Scheme Document.








Enquiries:


Tradus Shareholder Helpline                                     Telephone: +44 (0) 121 415 0259

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

Matt Dixon

Citi                                                            Telephone: +44 (0) 20 7986 4000

(Sole Financial Adviser and Corporate Broker to Naspers and MIH
Internet)

Matthew Smith

Michael Longoni

Charles Lytle (Corporate Broking)



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 Forms of Proxy accompanying the Scheme
Document, which will contain the full terms and conditions of the Acquisition,
including details of how to vote in favour of the Acquisition.  This
announcement and all other materials related to the Acquisition are solely
directed to existing 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.

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 the Scheme Document, 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.

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.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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