Naspers has a Level I American Depository Receipt (ADR) programme and our American Depository Shares (ADSs) are listed on the London Stock Exchange (LSE). The Bank of New York Mellon maintains a Global BuyDIRECT™ plan for us.
This ADR programme does not create new capital in the US, but provides us with an opportunity to develop and expand our US shareholder base.
Level I ADRs are traded in the USA on an over-the-counter (OTC) basis. International investors are able to buy and sell Naspers securities either through the Level I ADR OTC market, the LSE or the JSE Limited.
An ADR is a negotiable U.S. certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the U.S. securities market. Dividends are also paid to investors in U.S. dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investor, and to provide a corporate finance vehicle for non-U.S. companies.
US investors sometimes prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to US market conventions. One of ADRs’ main advantages is the facilitation of diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information, if listed.
Investors receive annual reports and proxy materials in English, just as they would as normal shareholders. ADR issuers generally have full information in English about themselves on their websites, as well as on the main depositary bank websites, and are better tracked by the main U.S. financial websites. ADRs listed on U.S. exchanges provide holders with the same level of information as any other U.S. security. Trading information is readily available, financials are reconciled to U.S. Generally Accepted Accounting Principles (GAAP), and the SEC regulates the company's disclosure to investors.
Our ADRs are traded over-the-counter. The trading code is NPSNY and the CUSIP number is 631512100.
The Bank of New York Mellon is our depository bank. They play a key role in the process of issuance and cancellation of ADRs, maintain our ADR holder register and distribute the dividends in US dollars.
A registered holder is the one whose name appears on the books of the depositary. The registered holder is considered the owner of record. A beneficial holder is one whose holdings are registered in another name, such as a broker, bank or nominee.
Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares. In addition, taxes may be withheld by the ADR company's local government. Depending on individual circumstances, foreign taxes withheld might be applied as a credit against U.S. taxes, or tax reclaim opportunities may be offered.
For dividend and corporate action information, please visit the
Bank of NY Mellon website.
You can buy an ADR through a broker, just as you would US securities.
A Naspers shareholder wishing to convert Johannesburg Stock Exchange-listed ordinary shares into ADRs should, in the first instance, request that their broker contact the ADR Broker Desk at The Bank of New York Mellon. Contact details can be found below.
Tel: +44 (0) 20 7964 6089
Tel: +1 212 815 2275