Why has Naspers decided to unbundle VE into MultiChoice Group?

Listing MultiChoice Group via an unbundling is expected to unlock value for Naspers shareholders and at the same time create an empowered, Top 40 JSE African entertainment company. This transaction also marks a further step in Naspers’ ongoing evolution into a global consumer internet company.

What is Naspers’ future in South Africa and the African continent?

Naspers has a long history of operating in South Africa. Naspers will continue to invest in Africa through its interests in e-commerce businesses such as Takealot, Mr D Food, PayU, OLX, Property24 and AutoTrader, among others. The Group will retain its primary listing on the JSE as well as its interests in Media24.

What will MultiChoice Group include?

MultiChoice Group will include MultiChoice South Africa Holdings (Pty) Ltd (and its subsidiaries, associates and/or affiliates), MultiChoice Africa Holdings B.V. (and its subsidiaries, associates and/or affiliates), MultiChoice Botswana (Pty) Ltd, MultiChoice Namibia (Pty) Ltd, NMS Insurance Services SA Ltd, the African division of Showmax B.V. (and its subsidiaries, associates and/or affiliates), Irdeto Holdings B.V. (and its subsidiaries, associates and/or affiliates) and Irdeto South Africa (Pty) Ltd.

What is the timing of the transaction?

MultiChoice Group is anticipated to list on the JSE in the first half of 2019, subject to the approval of the requisite regulatory authorities.

How will this transaction impact Phuthuma Nathi investors?

We believe this transaction will create further value for PN shareholders in two ways:
• Firstly, prior to the unbundling, Naspers intends to allocate an additional 5% stake in MultiChoice South Africa to Phuthuma Nathi shareholders for no consideration.
• Practically, this means that the Phuthuma Nathi shareholders’ interest in MultiChoice South Africa is expected to increase by 25%.
• The additional 5% interest of PN in MultiChoice South Africa is designed to reinforce MultiChoice Group’s commitment to black economic empowerment, increase PN’s upside in future value creation and ensure continued compliance with regulatory requirements post unbundling.
• Further, post-listing and subject to obtaining the necessary PN board and shareholder approvals, it is the ambition of MultiChoice Group to enable 25% of the PN shareholders’ original shareholding (i.e. before the allocation of the additional 5%) to be exchanged for MultiChoice Group shares that will be freely tradeable, thereby unlocking incremental value for PN shareholders.

Will MultiChoice Group be a successful standalone business?

Yes. The unbundling is expected to create a leading entertainment business listed on the JSE that is profitable and cash generative. Naspers’ Video Entertainment business is one of the fastest growing pay-TV operators globally. Its multi-platform business entertains 13.5 million households across Africa. In the last financial year, the business added 1.5 million subscribers, and generated revenue of R47.1 billion and trading profit of R6.1 billion.

Will Africa continue to be a focus for the new listed entity?

Yes. The Video Entertainment business is an African success story. The listing of MultiChoice Group will provide investors with a unique opportunity to directly participate in a growing, profitable Africa-wide entertainment business.

Will this result in any content or pricing changes?

No. In the near term it remains business as usual. Viewing time and content options will not change. Current pricing will not be impacted. Throughout the transaction process, our focus will remain on delivering the highest levels of service to our customers.