REG - Prosus NV Naspers Limited - Disposal of Avito Group

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14/10/2022 19:58

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RNS Number : 0018D  Prosus NV  14 October 2022

Prosus N.V.

(Incorporated in the Netherlands)

(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)

AEX and JSE Share Code: PRX ISIN: NL0013654783

(Prosus)

DISPOSAL OF AVITO GROUP

 

Shareholders are referred to the public statements made by Naspers Limited and
Prosus (together with their subsidiaries and affiliates, the Group) on 24
March 2022 and 20 May 2022, and in the Prosus results announcement for the
year ended 31 March 2022 published on 27 June 2022, in relation to the
Group's intention to exit its investment in its Russian classifieds businesses
and operations (the Avito Group), and wherein shareholders were informed that
the Group had begun searching for an appropriate purchaser (the Statements on
Avito).

Shareholders are hereby advised that, further to the Statements on Avito,
Prosus has entered into an agreement through its affiliates OLX Global B.V.,
OLX B.V., KEH Holdings B.V. and MIH Technology Holdings B.V. (together, the
Sellers, all of which are indirect subsidiaries of Prosus) with Radio Reklama
Vologda LLC and Infrastructure Holding-2 LLC (together the Purchasers, both of
which are subsidiaries of Kismet Capital Group LLC and are beneficially owned
by Mr Ivan Tavrin) (the Agreement).

Pursuant to the Agreement, the Purchasers will acquire the Avito Group from
the Sellers for an aggregate consideration of RUB 151 billion (the Avito Group
Disposal). The aggregate consideration for the acquisition of the Avito Group
by the Purchasers will be satisfied by the Purchasers through a mixture of
available cash resources and debt financing procured by the Purchasers.
Closing is expected to occur in October 2022.

The Avito Group Disposal will involve the disposal and transfer by the Group
of the following entities comprising the Avito Group: (i) KEH eCommerce LLC (a
Russian incorporated entity) and its subsidiaries; and (ii) Avito Holding LLC
(a Russian incorporated entity) and its subsidiaries.

The Agreement contains covenants, warranties and undertakings by the parties
customary for transactions of this nature, and includes certain deal
protection mechanisms in favour of the Sellers.

The Avito Group Disposal was subject to the conditions precedent of obtaining
the requisite antitrust and financial regulatory approvals, which the
Purchaser has obtained.

Prosus holds an effective interest of 99% in the Avito Group. As at
31 March 2022, being the latest financial year end for Naspers and Prosus,
the net asset value of the Avito Group was US$1,379.9m and profits
attributable to the Avito Group was US$160.3m.

It is intended that net proceeds from the Avito Group Disposal will be
utilised for general corporate purposes.

Amsterdam, the Netherlands

14 October 2022
JSE sponsor to Prosus

Investec Bank Limited

 

 Enquiries
 Nicola McGowan, Chief Communications Officer  Eoin Ryan, Head of Investor Relations

Tel: + 44 7563 257 245

                                               Tel:          +1 347-210-4305

 

About Prosus

Prosus is a global consumer internet group and one of the largest technology
investors in the world. Operating and investing globally in markets with
long-term growth potential, Prosus builds leading consumer internet companies
that empower people and enrich communities.

The group is focused on building meaningful businesses in the online
classifieds, food delivery, payments and fintech, and education technology
sectors in markets including India and Brazil. Through its ventures team,
Prosus invests in areas including health, logistics, blockchain, and social
commerce. Prosus actively seeks new opportunities to partner with exceptional
entrepreneurs using technology to improve people's everyday lives.

Every day, billions of customers use the products and services of companies
that Prosus has invested in, acquired or built. Hundreds of millions of people
have made the platforms of Prosus's associates a part of their daily lives.

Today, Prosus companies and associates help improve the lives of more than two
billion people around the world.

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

For more information, please visit www.prosus.com.

Disclaimer

This announcement does not constitute, or form part of, an offer or any
solicitation of an offer for securities in any jurisdiction.

The information contained in this announcement may contain forward-looking
statements, estimates and projections.  Forward-looking statements involve
all matters that are not historical and may be identified by the words
"anticipate", "believe", "estimate", "expect", "intend", "may", "should",
"will", "would" and similar expressions or their negatives, but the absence of
these words does not necessarily mean that a statement is not forward-looking.
These statements reflect Prosus' intentions, beliefs or current expectations,
involve elements of subjective judgement and analysis and are based upon the
best judgement of Prosus as of the date of this announcement, but could prove
to be wrong. These statements are subject to change without notice and are
based on a number of assumptions and entail known and unknown risks and
uncertainties. Therefore, you should not rely on these forward-looking
statements as a prediction of actual results.

Any forward-looking statements are made only as of the date of this
announcement and neither Prosus nor any other person gives any undertaking, or
is under any obligation, to update these forward-looking statements for events
or circumstances that occur subsequent to the date of this announcement or to
update or keep current any of the information contained herein, any changes in
assumptions or changes in factors affecting these statements and this
announcement is not a representation by Prosus or any other person that they
will do so, except to the extent required by law.

 

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