UPDATE: Naspers shareholders vote to support separation of Tencent stake

Naspers shareholders have voted to support the proposed spinoff and Amsterdam listing of the company's international technology interests.

The approval of the resolution was announced at 13:30 on Friday in Cape Town.  

Africa's largest company by market value is creating a new entity called Prosus NV to hold assets, including a 31% stake in Chinese internet giant Tencent Holdings that's worth about $125bn.

Naspers will retain a majority stake in the new group, which will also have investments in internet firms from Germany and the US to India and Brazil. Naspers investors will vote on whether to approve the listing, which involves the issue of new shares that will be converted to Prosus stock.

At least 75% of shareholders must support the plan for the listing to go ahead as scheduled on September 11.

"The company has consulted with investors extensively over the past few months," Peter Takaendesa, a fund manager at Mergence Investments in Cape Town, said by text message. "I think the market has a better understanding of the potential benefits of the Prosus listing. Investors are therefore unlikely to oppose."

The vote took place immediately after Naspers's annual general meeting. 

Naspers has two main reasons for pushing ahead with the spinoff.

First, the media, technology and internet company has outgrown its listing on Johannesburg's stock exchange, where it makes up about 25% of the main index. That's forced many South African shareholders to sell down the stock due to restrictions on their funds' exposure to a single company. A new listing on Euronext is expected to attract new investors, particularly in Europe, while easing Naspers's dominance of the JSE.

The second reason is that Naspers is valued at a discount to its stake in Tencent - $98bn vs $125bn at current levels. Separating assets into different entities may help investors revalue different parts of the company's portfolio and ultimately narrow the valuation gap. To that end, Naspers also spun off its pan-African pay-TV service, MultiChoice, earlier this year.

Naspers's Prosus deal "should help to decrease the discount to the see-through value of its Tencent stake," said Bloomberg Intelligence analyst John Davies.

Naspers started as a newspaper publisher in 1915 before adding TV and internet in the latter part of the century.

Former CEO Koos Bekker - now the chair - invested in Tencent as a startup in 2001, a blockbuster move that's propelled Naspers's valuation and international reach ever since. Bekker made way for current CEO Bob Van Dijk in 2014.

* Fin24 is part of Media24, a subsidiary of Naspers.

* Fin24 contributed to this report with updates on the outcome of the vote. 

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