REG - Prosus NV Naspers Limited - Distribution finalisation date announcement

Prosus NVAnnouncement

22/10/2024 10:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241022:nRSV0090Ja&default-theme=true

RNS Number : 0090J  Prosus NV  22 October 2024

Prosus N.V.

(Incorporated in the Netherlands)

(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)

AEX and JSE Share Code: PRX ISIN: NL0013654783

(Prosus)

FINALISATION OF DISTRIBUTIONS TO SHAREHOLDERS

Further to the announcement on 21 August 2024, holders of ordinary shares N
are entitled to a gross payment, in the form of a capital repayment, of 10
euro cents per share, holders of ordinary shares A1 will receive a dividend
distribution of 1.18686 euro cents per share and holders of ordinary shares B
will receive a dividend distribution of 0.00001 euro cents per share for the
year ended 31 March 2024.

Holders of ordinary shares N as at the Record Date who do not wish to receive
a capital repayment can elect to receive a dividend instead. A choice for one
option implies an opt-out of the other option. Elections to receive a dividend
instead of a capital repayment will need to be made by holders of ordinary
shares N by Monday, 18 November 2024. Capital repayments and dividends will be
payable to shareholders recorded in the books on the dividend Record Date and
paid on or after the Payment Date.

Dividends and capital repayments are declared and paid in euros. Those holders
holding their ordinary shares N in South Africa via Strate will receive a
gross distribution of 198.08300 Rand cents per ordinary share N. This is based
on an EUR/ZAR exchange rate of R19.8083 as at 21 August 2024.

Salient dates:

 Date                                                Event
 Wednesday, 21 August 2024                           Annual general meeting, including resolution to approve the distribution as
                                                     follows:

                                                     ·      10 euro cents per share to N shareholders

                                                     o  election to receive distribution in the form of a dividend

                                                     o  default if no election is made will be a capital repayment

                                                     ·      dividend of 0.00001 euro cents per share to B shareholders (no
                                                     election)

                                                     ·      dividend of 1.18686 euro cents per share to A shareholders (no
                                                     election)

                                                     Results of annual general meeting and currency conversion announcement (i.e.
                                                     ZAR equivalent of Prosus distribution determined for JSE holders)

                                                     Distribution declaration date
 Friday, 23 August 2024 -                            Mandatory creditor opposition period

Wednesday, 23 October 2024
 Tuesday, 22 October 2024                            Finalisation date
 Tuesday, 29 October 2024                            Last date for an N shareholders to trade on the JSE in order to appear in the
                                                     shareholder register and participate in the distribution
 Wednesday, 30 October 2024                          ·      Ex-dividend/capital repayment date for JSE

                                                     ·      Last date to trade N shares on the Euronext Amsterdam in order to
                                                     appear in the shareholder register and participate in the distribution
 Thursday, 31 October 2024                           Ex-dividend/capital repayment date for Euronext Amsterdam
 Friday, 1 November 2024                             Record date to appear in the shareholder register and participate in the
                                                     distribution ("Record Date")
 Monday, 4 November 2024 - Monday, 18 November 2024  Dividend/capital repayment election period relating to ordinary N shares only
 Monday, 25 November 2024                            Notarial deeds to effectuate the increase and decrease of the nominal value
                                                     per share in the articles of association of Prosus to be signed and published
                                                     on the website.
 Tuesday, 26 November 2024                           Dividend/capital repayment date depending on elections in respect of the N
                                                     shares ("Payment Date")
 Tuesday, 17 December 2024                           Final date for intermediaries to upload Dutch DWT reclaims in accordance with
                                                     tax treaties ("Dutch DWT Reclaims Date")

Due to the differing ex-dividend dates between the JSE and Euronext Amsterdam,
transfers of N ordinary shares between the JSE and the Euronext Amsterdam
between Wednesday, 30 October 2024, and Friday, 1 November 2024, both dates
inclusive, will not be permitted.

Shareholders electing to receive a dividend will receive a dividend declared
from retained earnings. Dividends will be subject to the Dutch dividend
withholding tax rate of 15% yielding, to those shareholders not entitled to an
exemption or relief from Dutch dividend tax, a net dividend of 8.50 euro cents
per share for N shares held via Euronext and, ignoring South African dividend
tax (see below), 168.37055 Rand cents per ordinary N share held via Strate on
the South African register and traded on the JSE and 19.98323 Rand cents per
ordinary share A1 to those shareholders not entitled to an exemption or relief
from Dutch dividend tax.

In addition to the Dutch dividend withholding tax at a rate of up to 15%,
dividends paid in respect of ordinary N shares on the South African register
and traded on the JSE will also be subject to South African dividend tax at a
rate of up to 20% in relation to shareholders not entitled to an exemption
from South African dividend tax. The amount of additional South African
dividend tax payable may be subject to a rebate for Dutch dividend withholding
tax paid in respect of such dividend without any right of recovery by any
person, so that the aggregate dividend tax would in those cases add up to a
maximum of 20%.

As a general position for South African tax resident shareholders holding
their shares on the JSE that are not exempt from South African dividend tax,
if they positively elect to receive a dividend, the consequences will be as
follows:

 

 Holders of ordinary shares N on the JSE*                         ZAR cents
 Gross amount of the Dividend                                     198,08300
 Less: 15% Dutch Withholding Tax                                  29,71245
 Net Dividend after the deduction of the Dutch Withholding Tax    168,37055
 Less: 10% SA Dividends Tax                                       19,80830
 Net amount of the Dividend                                       148,56225

*Non-South African shareholders may be subject to South African dividend tax
(in addition to the 15% Dutch dividend withholding tax) of 20%.

Holders of Prosus American Depositary Receipts which trade on an
over-the-counter basis in the United States will receive a dividend.

Shareholders who are entitled to a reduced Dutch dividend withholding tax rate
or an exemption from Dutch dividend withholding tax can submit the required
evidence to substantiate their position on the ABN AMRO portal. Those
shareholders have until the Dutch DWT Reclaims Date to provide evidence to ABN
AMRO.

South African corporates who own 5% or more of the shares in Prosus may
qualify for an exemption from Dutch dividend withholding tax.

The treaty between South Africa and the Netherlands notes that the Dutch
dividend withholding tax may get reduced from 15% to 10%. This reduction
applies equally to corporates holding less than 10% of the capital of Prosus,
individuals and other persons who qualify as residents of South Africa for
treaty purposes. If shareholders conclude that they are entitled to benefits
arising from the tax treaty, such shareholders should follow the process
prescribed by the tax treaty to claim relief.

Please note that no Dutch dividend withholding tax will be withheld on
repayments of share capital. There will also be no South African dividend tax
on repayments of share capital.

Shareholders are advised that the matters contemplated in this announcement
may have different consequences for each shareholder depending on the
jurisdiction in which they reside and their other unique circumstances.
Shareholders are accordingly advised to consult with their tax advisors in
relation to matters contained in this announcement.

Prosus does not accept responsibility and will not be held liable for any act
of or omission by any CSDP or broker, including, without limitation, any
failure on the part of the CSDP or broker or any registered shareholder to
notify the holder of any beneficial interest in respect of the distribution or
any other matter set out in this announcement.

Tax Implications

1.      Dutch Tax Implications

1.1.       General

Capital repayments will be paid from share capital. No Dutch dividend
withholding tax ("DWT") will be withheld on the amounts of capital repayments
paid to shareholders.

Where a shareholder elects to receive a dividend, generally, 15% DWT will be
withheld by Prosus on the cash dividend, leaving a distribution amount per
share net of this 15% Dutch DWT, unless:

1.1.1.       a shareholder qualifies for an exemption from or a
reduction of Dutch DWT on the basis of Dutch domestic law (including
implementation of EU Directives) and/or a tax treaty concluded by the
Netherlands; and

1.1.2.       the formal requirements to apply such exemption from or
reduction of Dutch DWT are satisfied (insofar applicable).

Prosus will initially withhold 15% Dutch DWT on ALL cash dividends distributed
on Payment Date. As a subsequent step, if and to the extent Prosus has been
provided before Dutch DWT Reclaims Date with proof that a shareholder
qualifies for an exemption from or a reduction of Dutch DWT on the basis of
Dutch domestic law, the difference between 15% and the Dutch DWT to be
withheld will be paid out to the shareholder, after the Dutch DWT return
and/or Dutch DWT notification has been filed by Prosus with the Dutch tax
authorities. Prosus will remit the Dutch DWT to be withheld to the Dutch tax
authorities based on the Dutch DWT return. Shareholders who are entitled to a
reduced Dutch dividend withholding tax rate or an exemption from Dutch
dividend withholding tax can submit the required evidence to substantiate
their position on the ABN AMRO portal.

1.2.       Domestic exemptions from Dutch DWT

1.2.1.         General

Corporate shareholders may be exempt from Dutch DWT in terms of Dutch domestic
law, if:

1.2.1.1.         The shareholder is tax resident in the Netherlands
and owns 5% or more of the share capital of Prosus, provided that the further
requirements for the application of the Dutch participation exemption are met.
Special rules may apply for corporate shareholders that are considered tax
transparent in their country of residence, or considered tax transparent from
a Dutch tax perspective; or

1.2.1.2.         A shareholder is considered tax resident within the
EU or EEA or is a tax resident of a country with which the Netherlands has
concluded a tax treaty containing an article on taxation of dividends (such as
South Africa), and, as a general rule, this corporate shareholder is the
beneficial owner of the dividends distributed by Prosus and owns 5% or more of
the share capital of Prosus. In addition to the shareholding requirement, the
shareholder is also required to meet certain other conditions relating to the
application of the Dutch participation exemption, determined as if the
corporate shareholder is a Dutch tax resident.

The above exemptions are not available in cases of abuse, for which a main
purposes test and artificial arrangement test applies.

If a shareholder is eligible for an exemption or reduction from Dutch DWT, in
order to place reliance on such exemption or reduction, the shareholder is
required to submit certain information to ABN AMRO as set-out below.

1.2.2.         Dutch corporate shareholders owning 5% or more of
Prosus' share capital

In order to rely on this domestic exemption from Dutch DWT described in
paragraph 1.2.1.1 above, the shareholder should provide ABN AMRO via its own
intermediary bank with: (i) its name, address and place of residency, and
corresponding extract from the Dutch Chamber of Commerce; (ii) the number and
percentage of shares owned in Prosus; (iii) its bank account details; and (iv)
a statement confirming that the Dutch participation exemption applies to the
dividend at the level of the Dutch corporate shareholder. This information
should be submitted before the Dutch DWT Reclaims Date.

As indicated above, Prosus will, as a general rule, initially withhold 15% on
ALL dividends distributed on the Payment Date. If, however, Prosus has been
provided with proof, to its satisfaction, ultimately before the Dutch DWT
Reclaims Date, that the relevant shareholder qualifies for an exemption from
Dutch DWT, no amount of Dutch DWT will be withheld, and the 15% Dutch DWT that
otherwise would have been withheld will be paid out by Prosus to the relevant
shareholder directly, after the Dutch DWT return has been filed by Prosus with
the Dutch tax authorities.

1.2.3.         EU/EEA or tax treaty country resident corporate
shareholders owning 5% or more

In order for a corporate shareholder to rely on the domestic exemption from
Dutch DWT described in paragraph 1.2.1.2 above, the shareholder should provide
ABN AMRO via its own intermediary bank with: (i) its name, address and place
of residency; (ii) the number and percentage of shares owned in Prosus; (iii)
a tax residency certificate issued by its country of residence; (iv) its bank
account details; and (v) a statement confirming that all relevant conditions
of the DWT exemption are met. This information should be submitted before the
Dutch DWT Reclaims Date. Subsequently, Prosus will need to file a Dutch DWT
notification with the Dutch tax authorities.

Shareholders are advised that Prosus will, as a general rule, initially
withhold 15% Dutch DWT on ALL dividends distributed on the Payment Date. If,
however, ABN AMRO has been provided with proof, to its satisfaction, by the
Dutch DWT Reclaims Date, that the relevant shareholder qualifies for an
exemption from Dutch DWT, no amount of Dutch DWT will be withheld, and the 15%
Dutch DWT that otherwise would have been withheld will be paid out by Prosus
to the relevant shareholder directly, after the Dutch DWT return has been
filed by Prosus with the Dutch tax authorities.

1.3.       Tax treaty relief

Shareholders that do not qualify for the domestic exemption from Dutch DWT as
outlined in paragraph 1.2, may qualify for an exemption from or reduction of
Dutch DWT on the basis of a relevant tax treaty concluded by the Netherlands.
The claiming of tax treaty relief or a credit will generally be subject to
formal requirements.

Shareholders should consult their tax advisor to determine if such an
exemption or reduction is applicable to their situation and in which way, they
can claim this Dutch DWT back from the Dutch tax authorities.

2.      South African Tax Implications

2.1.       General

A capital repayment in respect of a Prosus share that is listed on the JSE
will be regarded as a "foreign return of capital" for South African tax
purposes. No South African dividend tax ("SADT") will be withheld on the
amounts paid to shareholders as a capital repayment.

For SA resident shareholders holding Prosus shares as a capital investment,
the capital repayment will reduce the South African tax base cost of the
Prosus shares in the hands of the shareholder by an amount equal to the
capital repayment. To the extent that the capital repayment may exceed the tax
base cost of the Prosus shares, taxable gains may result in shareholders being
subject to South African capital gains tax.

Where a shareholder elects to receive a dividend in respect of a Prosus share
that is listed on the JSE, such distribution will be regarded as a "foreign
dividend" for South African income tax purposes and should generally be exempt
from normal tax in South Africa. However such foreign dividends will,
generally and in addition to being subject to Dutch DWT, be subject to 20%
SADT, to be withheld by the regulated intermediary in South Africa (CSDP),
leaving a distribution amount per share net of SADT, unless: a shareholder
qualifies for an exemption from SADT, on the basis of South African domestic
law and before the dividend is paid, the formal requirements to apply such
exemption from SADT are satisfied (insofar as applicable).

In order to qualify for any exemption from SADT described above, the person to
whom the dividend is paid must provide the following documentation to the CSDP
before the dividend is paid:

2.1.1.       a written declaration that the dividend is exempt from SADT
in terms of South African domestic law; and

2.1.2.       a written undertaking to inform the regulated intermediary
in writing should the circumstances affecting the exemption/reduction
applicable change or should the beneficial owner cease to be the beneficial
owner, by the date determined by the CSDP, or where no date is determined, by
the date of payment of the dividend.

2.2.       Tax implications for South African corporate shareholders

Where the South African resident beneficial owner of the dividend is a
company, the dividend will be exempt from SADT in terms of domestic law,
provided the documentary requirements set out above are complied with.

2.3.       Tax implications for South African non-corporate shareholders

Where the South African resident beneficial owner of the dividend is a
non-corporate shareholder, the dividend may be exempt from SADT in terms of
domestic law. Where the dividend does not qualify for one of the domestic
exemptions, SADT will be paid at an initial rate of 20%, subject to a rebate
for Dutch DWT paid in respect of such dividend without any recovery by any
person.

2.4.       Rebate on SADT paid

A rebate for foreign taxes (i.e. Dutch DWT) imposed on the dividend paid is
available to reduce the SADT liability. This rebate is calculated based on the
Dutch DWT paid without the right of recovery by any person. In other words,
the rebate is limited to the amount of Dutch DWT paid after taking into
account relevant exemptions from, or reductions of, Dutch DWT that the
shareholder may be eligible for as described in paragraph 1 above.

The rebate will further be limited to the SADT imposed. For example, if the
dividend is exempt from Dutch DWT in terms of Dutch domestic law as a result
of the shareholder holding 5% or more of Prosus's shares, no rebate will be
available.

The CSDP is responsible for withholding SADT from the dividend payable to
shareholders on the South African register and paying such amounts to the
South African Revenue Service.

In order to apply a rebate, the CSDP must be satisfied:

2.4.1.       that Dutch DWT was applied; and

2.4.2.       that the relevant shareholder qualifies for a reduced rate
of Dutch DWT.

The rebate for foreign taxes is determined in Rands by translating the foreign
currency amount using the same rate used to translate the foreign dividend.

2.5.       Refund mechanism

The maximum effective dividend tax to be paid by South African tax resident
shareholders on the South African register, who are not exempt from SADT will
be 20%. For example, where a CSDP is satisfied that a particular shareholder
has paid 15% Dutch DWT, which is not recoverable by that shareholder from the
Dutch tax authority, such CSDP should withhold only 5% SADT, being the 20%
SADT less 15% Dutch DWT (unless a specific South African domestic exemption
applies and the required documentation as set out in paragraph 2 has been
provided to the CSDP). However, if the CSDP is not satisfied that the Dutch
DWT cannot be recovered by the shareholder, the CSDP may withhold up to 20% in
SADT.

If such shareholder pays more than an aggregate 20% tax (being the total Dutch
DWT and SADT paid on the same dividend), such shareholders are advised to
follow the procedures set out paragraphs 1, if appropriate, in order to claim
a refund of Dutch DWT overpaid. Where an amount of SADT has been overpaid as a
result of failure to comply with the requirements described in paragraphs
2.4.1 and 2.4.2, or the failure to deduct a rebate as described in paragraph
2.4, the shareholder may be entitled to claim a refund of the SADT overpaid.
This refund must be claimed from the CSDP within a period of three years after
the date of payment of the dividend.

Whether or not there is a refund due to the shareholder should be determined
with reference to the specific facts applicable to that shareholder.

The information provided above does not constitute tax advice and is only
provided as a general guide on the South African tax treatment of the cash
dividend declaration by Prosus to South African tax resident shareholders. For
shareholders residing outside of South Africa, the dividend may have other
legal or tax implications and such shareholders are advised to obtain
appropriate advice from their professional advisers in this regard.

Amsterdam, the Netherlands

22 October 2024

JSE sponsor to Prosus

Investec Bank Limited

 

Enquiries

 Investor Enquiries                           +1 347-210-4305

 Eoin Ryan, Head of Investor Relations
 Media Enquiries                              +31 6 15494359

 Charlie Pemberton, Communications Director

 

About Prosus

Prosus is a global consumer internet group and one of the largest technology
investors in the world. Each month, over two billion customers across the
globe use the products and services of companies that Prosus has invested in,
acquired or built. Prosus builds leading consumer internet companies that
empower people and enrich communities. The group is focused on online
classifieds, food delivery, payments and fintech. The team actively backs
exceptional entrepreneurs using technology to improve people's everyday lives.

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 (http://www.prosus.com) .

Disclaimer

The Repurchase Programme is being conducted in accordance with Articles 5(1)
and 5(3) of Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse ("Market Abuse Regulation") and
Articles 2 to 4 of Commission Delegated Regulation (EU) 2016/1052
supplementing the Market Abuse Regulation with regard to regulatory technical
standards for the conditions applicable to buy-back programmes and
stabilisation measures (the "Delegated Regulation"). This document is issued
in connection with the disclosure and reporting obligation set out in Article
2(1) of the Delegated Regulation.

This document contains information that qualifies as inside information within
the meaning of Article 7(1) of the Market Abuse Regulation.

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's 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.

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DIVQKDBQPBDDDKB