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1/ NPN NewCo: Naspers is effectively lifting & shifting 25% of the market cap of NPN from the JSE to Euronext Amsterdam. NewCo is expected to be Europe's largest listed consumer internet group by asset value.
2/ NPN NewCo: Naspers expects the Newco listing to reduce the current discount, albeit over time. They calculate that every 5% reduction in the discount equates to $8.5bn of value for shareholders. They expect significant active & passive incremental capital flow into NewCo. 
3/NPN NewCo: Shareholders will have 2 choices:
1⃣Receive 1 Naspers M share for each Naspers N share you currently hold. Each M share will be converted into a NewCo N share (default option).
-- OR --
2⃣Receive 0.36986 Naspers N shares for each Naspers N share you currently hold.
1⃣Receive 1 Naspers M share for each Naspers N share you currently hold. Each M share will be converted into a NewCo N share (default option).
-- OR --
2⃣Receive 0.36986 Naspers N shares for each Naspers N share you currently hold.
4/ If you pick Option 1 (M-shares) you will effectively receive shares in the Euronext listed NewCo which holds the assets within the blue circle.
Option 2 (Naspers N-shares) will hold 75% of NewCo plus the SA assets including Media24 & Takealot.
Option 2 (Naspers N-shares) will hold 75% of NewCo plus the SA assets including Media24 & Takealot.
5/ NPN NewCo: Timeline is as follows:
6/ NPN NewCo: Tax is quite complicated and the broad-brush implication of both options is well summarised by Naspers:
7/ NPN NewCo Tax implications: Here is some additional finer detail. It is, to some extent, my interpretation of the situation. Hence I cannot vouch that it is 100% correct in all respects. Use with caution.
8/NPN NewCo: Tax: If you pick Option1 (M-shares) there will be immediate tax consequences. You will be deemed to have:
1] Sold the M-shares with a base cost of nil. Proceeds will be price at which NewCo shares list.
--- And ---
2] Acquired the NewCo Shares.
1] Sold the M-shares with a base cost of nil. Proceeds will be price at which NewCo shares list.
--- And ---
2] Acquired the NewCo Shares.
9/NPN NewCo: Tax: Option 1 (M-shares) continued:
It is not spelled out, but presumably the base cost of the acquired NewCo shares will equal the price at which the NewCo shares list - i.e. equal to the proceeds applied to the deemed sale of the M-shares.
It is not spelled out, but presumably the base cost of the acquired NewCo shares will equal the price at which the NewCo shares list - i.e. equal to the proceeds applied to the deemed sale of the M-shares.
10/ NPN NewCo: Tax: If you pick Option 2 (Additional Naspers N shares) there will be no immediate tax consequences. Tax base for the new shares will be nil. Tax will only become payable when the shares are sold in future.
