--- title: "Naspers control structure: A shares, Nasbel, Keerom and Wheatfields" language: en canonical: https://dossiertwist.com/dossiers/naspers/control/ as_of: 2026-09-21 keywords: ["Naspers","Prosus","Tencent","Koos Bekker","Fabricio Bloisi","Keeromstraat 30 Beleggings","Naspers Beleggings","A ordinary shares","cross-holding","share repurchase programme","Media24","MultiChoice","Takealot","Avito","Kismet Capital Group","Ivan Tavrin","Competition Commission","Competition Tribunal","Just Eat Takeaway.com","PayU"] --- # Naspers control structure: A shares, Nasbel, Keerom and Wheatfields **Question.** Who controls the votes in Naspers, and how does the A-share structure work? **Answer.** Naspers's unlisted A shares carry 1 000 votes each against one vote for each listed N share, and Naspers states that Keerom and Nasbel, which hold a majority of the A shares, together control more than 50% of the voting rights and are the only entities in its protection structure. Heemstede, a wholly owned Naspers subsidiary, holds 49% of Nasbel, and Wheatfields 221, in which Koos Bekker and Cobus Stofberg each have an indirect 25% interest, holds further A shares that a 2006 Naspers release, as reported, placed outside Nasbel and Keerom. In merger proceedings Caxton argued in 2014 that ultimate control lay with Bekker, Stofberg and Sanlam and in 2017 that it rested with Nasbel, Keerom and Wheatfields; no tribunal ruled on those contentions: the 2014 merger was abandoned some five days after Caxton was given leave to intervene, and in 2017 the Tribunal denied Caxton's intervention largely because divestiture conditions had removed the control issue. ## How the voting protection structure works - Analysis: Naspers's issued share capital comprises N ordinary shares, listed on the JSE with one vote each, and unlisted A ordinary shares with 1 000 votes each but relatively insignificant economic participation. A majority of the A shares are held by Keeromstraat 30 Beleggings (RF) Limited (Keerom) and Naspers Beleggings (RF) Limited (Nasbel), which together control more than 50% of the voting rights in Naspers and exercise those rights in consultation with one another; according to Naspers they are the only entities in the protection structure. Naspers says the structure aims to ensure the continued independence of the group, explaining that when entering foreign countries in the broad media or communications spheres and dealing with regulators it must give an assurance of its continuity of identity. Keerom has about 2 820 shareholders, and its constitutional documents provide that no shareholder is entitled to exercise more than 50 votes regardless of shareholding, representing 0.39% control. Nasbel has about 2 580 shareholders; one of them is Heemstede Beleggings Proprietary Limited (Heemstede), a wholly owned subsidiary of Naspers that holds 49% of the shares in Nasbel. According to Naspers, the boards of directors of Keerom and Nasbel operate independently. [src-004] - Analysis: The structure dates from the mid-1990s: a 2023 Companies Tribunal decision records that, in terms of its memorandum of incorporation, Keerom was incorporated in the mid-1990s as part of the Control Structure of Naspers Limited, with the stated objective 'to ensure its independence to expand its business locally and internationally for the benefit of all Stakeholders', and a 2006 news report dates Naspers's shareholding structure to 1994/95. Naspers's constitution fixes the voting weight. Its memorandum and articles of association as at October 2002, filed with the SEC in a free English translation of the definitive Afrikaans version, set the share capital at R35 000 000,00 divided into 500 000 000 N ordinary shares of 2 cents each and 1 250 000 A ordinary shares of R20,00 each, with no redeemable preference shares; an A share carries 1 000 votes at a poll, and its dividend rights may never exceed one fifth of those of an N share for the same period. A version of the memorandum of incorporation marked with proposed amendments and published on the Prosus website authorises 1 250 000 A ordinary shares of R20 each, of which 712 131 had been allotted and issued as at the date of adoption 'in order to achieve the independence of the Company in the interest of all stakeholders', each with voting rights on all matters, 1 000 votes and distributions equal to one-fifth of those on an N share, and 500 000 000 N ordinary shares of R0.02 each, of which 411 711 353 had been issued, each with one vote; the retained text does not give the adoption date, and later Naspers records give different share counts. The same memorandum prohibits Naspers and its board from issuing or allotting securities, redeeming issued preference shares, substituting preference shares for shares of the company or acquiring securities where this may result in the votes exercisable by holders of A ordinary shares constituting less than a majority of the votes exercisable by all shareholders. [src-018] [src-064] [src-001] [src-011] - Analysis: A further limit applies to individual A shareholders, but its exact terms are not established. Naspers's announcement of the results of its 112th annual general meeting, dated 27 August 2026, states that A ordinary shares have one thousand votes per share and that no A shareholder is able to control more than 34% of Naspers. A news report of 28 August 2026 states instead that the A shares are held by a limited number of entities and individuals linked to Naspers's historical control structure and that company rules introduced in 2023 prevent any one A shareholder from controlling more than 34% of the votes attached to the A class. The text of the rule and its adoption date are not in the retained record, so which of the two wordings is exact cannot be established. [src-134] [src-165] ## Who holds the A shares - Analysis: Naspers's financial statements and an SEC filing give dated holdings. Note 17 to the consolidated annual financial statements for the year to 31 March 2014 states that Nasbel held 350 000 and Keerom 219 344 of the 712 131 A ordinary shares in issue at year-end, both unchanged from 2013, and that Wheatfields 221 Proprietary Limited controlled 133 350 A ordinary shares (2013: 133 350). As a result of the voting rights attached to these shares, the note says, Nasbel and Keerom have significant influence over the group, and the majority of the directors on their boards are also directors of Naspers Limited. A Schedule 13G filed with the SEC in respect of shares of Remitly Global, Inc. held by PayU Fintech Investments B.V. (event date 31 December 2021, signed 10 February 2022) states that Naspers employs a differential voting structure involving Nasbel and Keerom, 'the sole remit of which is to protect the continued independence of Naspers', that Nasbel and Keerom hold Naspers ordinary shares representing approximately 33.8% and 21.2% respectively of the voting rights in respect of all Naspers shares, and that each of them disclaims beneficial ownership of the shares reported in the filing. [src-048] [src-005] - Analysis: Wheatfields 221 is the third holder of A shares named in Naspers's reports. The directors' interests section of the annual financial statements for the year to 31 March 2014 states that J P (Koos) Bekker and J D T (Cobus) Stofberg each have an indirect 25% interest in Wheatfields 221 Proprietary Limited, which owns 168 605 Nasbel ordinary shares, 16 860 500 Keerom ordinary shares and 133 350 Naspers A ordinary shares. The FY2024 remuneration report gives the same indirect 25% interests and states that Wheatfields 221 controls 168 605 Nasbel ordinary shares, 16 860 500 Keerom ordinary shares, 179 988 Naspers A shares (FY23: 179 988) and 1 207 198 Prosus A1 shares (FY23: 834 540). The same report's table of non-executive directors' interests in Naspers A ordinary shares on 31 March 2024 and 31 March 2023 lists JDT (Cobus) Stofberg with 175 and SJZ (Steve) Pacak with 105 A shares, 280 in total, and notes that on 13 July 2023 Steve Pacak's family trust acquired 1 additional A ordinary share; the retained table text does not separate the 31 March 2024 and 31 March 2023 columns clearly, so the figures are given as they appear. [src-052] [src-053] - Analysis: Nasbel and Keerom have both obtained exemptions from the Companies Tribunal. In a decision of 26 October 2015 (case CT021Aug2015, Prof P.A. Delport), the Tribunal recorded that Nasbel is an investment holding company that does not trade in shares and merely holds shares for its shareholders, has no business premises, employees or third-party obligations, had turnover below R1 million in 2014 and 2015, and was required to appoint a social and ethics committee only because its number of shareholders gave it a public interest score above 500 for 2012 to 2015; the Tribunal granted it an exemption from appointing such a committee for five years. In its 2023 exemption application Keerom stated that it owns 296 058 A ordinary shares in Naspers and 1 372 716 A ordinary shares in Prosus and votes them at the general meetings of both companies, that it had 2 825 shareholders, giving a public interest score of more than five times the threshold for a mandatory social and ethics committee, and that it does not need and does not have employees or premises. On 2 May 2023 the Tribunal (case CT01327ADJ2023, member Adv Richard Bradstreet) exempted Keerom from the requirement to appoint a social and ethics committee for five years under section 72(6) of the Companies Act and directed that the order be served on Keerom and on the Commissioner of the Companies and Intellectual Property Commission (CIPC). [src-025] [src-018] ## The PSG bid and the 2006 Sanlam sale - Analysis: A news report of 26 January 2006 describes two transactions in the A shares. It states that late in the previous year a consortium led by PSG Capital had launched a hostile takeover bid for Keerom, offering Keerom R127 a share for its 219 344 high-voting Naspers A shares and simultaneously bidding 50c a share to Keerom's shareholders; a successful bid would have given the consortium a 0.02% interest in Naspers but 22% of the voting rights. Citing a Naspers media release, the same report states that Sanlam sold 13% of the high-voting A shares in Naspers in a way intended to keep them out of the hands of a corporate 'raider': the shares were injected into a new company provisionally named Wheatfields 221, half of which Sanlam then sold on to entities acting for Naspers managing director Koos Bekker and for Cobus Stofberg. Wheatfields took over Sanlam's holdings of 133 350 Naspers A shares, 168 605 Nasbel shares and 16 860 500 Keerom shares. According to the release, these A shares fell outside Nasbel and Keerom, which together had 56% of the voting power of Naspers and had voting-pool and pre-emptive agreements with one another, and neither the Nasbel nor the Keerom shares held by Wheatfields carry significant voting rights, because Nasbel is controlled by Naspers through its subsidiary Heemstede and voting in Keerom is structured so that Wheatfields can exercise only 50 votes. The report quotes Bekker as saying that if Sanlam's investment ended up with a raider the group's ability to do business in several countries would be severely compromised, and states that Naspers's shareholding structure was developed in 1994/95 to ensure that it remained independent and was not vulnerable to takeovers; the chief executive of Sanlam Investment Management said the sale allowed Sanlam to monetise part of its investment in Naspers while retaining a material interest in any future upside. No statement by PSG Capital or the consortium is in the retained record, and no retained record states how the bid ended; Naspers's records show Keerom holding the same 219 344 A shares at 31 March 2014. [src-064] [src-048] - Analysis: In the same 2006 report Cobus Stofberg said the entities acting for him and for Koos Bekker had assumed the financial risk equally and that some of the shares acquired might later be sold on to other interested parties; according to the release, each of Bekker's and Stofberg's entities would pay R67.5 million for its interest. Bekker was quoted as saying that the independence of Naspers had been a crucial factor in its international success and that, while understanding why Sanlam wished to liquidate its investment, they had been concerned it might end up in the hands of a raider. A 2025 news report on Stofberg's retirement from the Naspers and Prosus boards looks back on a 2006 'raid' by PSG under Jannie Mouton, who offered to acquire the Naspers A shares held by Keeromstraat Beleggings, a transaction that because of Naspers's control structure would have given PSG 22% of the voting power while it held a 0.02% stake. It states that Bekker enlisted Stofberg's help and that both men put up R67.5 million to acquire Naspers A shares held by Sanlam, and quotes Bekker as having said at the time that they were prepared to buy into 'the Sanlam Wheatfields vehicle' because Sanlam wanted to sell and they did not want the stake sold to a raider. That account is a retrospective one: the word 'raid' is the report's own, the contemporaneous report of 26 January 2006 dates the PSG consortium's bid to late in the previous year and states that each of the two men's entities would pay R67.5 million, and the 2025 report's view that PSG, had it obtained Sanlam's shares, could not have controlled Naspers but could have tried to block special resolutions requiring 75% is its own assessment. No response by PSG or Jannie Mouton to this account was found in the retained record. [src-064] [src-141] ## Caxton's control argument in merger proceedings - Analysis: Caxton, an intervening competitor, argued before the competition authorities in 2014 that the control of Naspers had not been fully disclosed. At the Competition Tribunal hearing on 13 August 2014 of its application to intervene in the Media24/Paarl Media merger, Caxton tabled research on the Naspers control structure and sought to show that ultimate control of Naspers lay with former chief executive and then chairman Koos Bekker, former MIH head Cobus Stofberg and Sanlam, through a complex web of cross-shareholdings in various vehicles and a voting pool agreement. A news report of 19 August 2014 states that in their initial merger submission the merging parties (Media24 and the Paarl Media companies) said Media24 is a subsidiary of Naspers, a listed company and as such not controlled by any company, and that only on enquiry by the Competition Commission did they disclose that Nasbel and Keerom have 50% of the voting rights through unlisted A ordinary shares and Wheatfields 221 a further 11.7%. Caxton said the merging parties had been 'economical with the truth' and had tried to mislead the Commission. The merging firms denied Caxton's allegations, stating among other things that Caxton's concerns had been conveyed to the Commission, which remained unconcerned by the transaction, and Naspers's head of investor relations said Naspers would not comment at that time. The merging parties also opposed Caxton's application: their counsel argued that if Caxton was concerned about the notification or the Commission's acceptance of the disclosures it should have brought a review application, that intervention was not the correct procedure, and that it was not clear why the Naspers control structure would be relevant to assessing the merger. Caxton's argument and its allegation were both reported by an outlet that names Caxton as its majority shareholder; no tribunal or court in the retained record adopted Caxton's argument, and no finding that the Commission was misled was found. The Tribunal granted Caxton a limited intervention on 18 August 2014 covering, among other issues, the firms directly or indirectly controlling Naspers; according to the Tribunal's 2017 reasons the merging parties abandoned the transaction some five days later, and a 2017 news report states that the ordered inquiry therefore never took place. [src-133] [src-132] [src-160] [src-130] [src-047] - Analysis: The order of 18 August 2014 (case 019323) limited Caxton's intervention in the merger proceedings between Media24 and Paarl Media Group, Paarl Media Holdings and Paarl Coldset to issues including 'the current firm or firms directly or indirectly controlling Naspers Limited', specified as the shareholders of the unlisted A ordinary shares Nasbel, Keerom, Wheatfields 221, Sholto Investments BVI, De Goedgedacht Trust, Sanlam Ltd and Messrs Stofberg and Bekker, and their interests in the printing and publishing industries. According to the news report of 19 August 2014, the Tribunal also ordered Media24 to submit outstanding information to the Competition Commission about all firms controlling Naspers and to disclose all interests of those parties (other than in Naspers) in the printing, publishing and media industries, and ordered the Commission to investigate further and submit a supplementary report; those directions are known from the report, while the retained order text covers the intervention and its scope. The order was procedural: it defined the scope of the intervention and of the information to be supplied and made no finding about who holds A shares or controls Naspers, and with the transaction abandoned some five days later, according to the Tribunal's 2017 reasons, the ordered inquiry never took place. [src-130] [src-132] [src-160] [src-047] - Analysis: The question returned in the 2017 Media24/Novus merger. Before the Competition Tribunal on 7 June 2017, in support of its application to intervene, Caxton argued that the merging parties had again failed to disclose fully who controls Naspers and, relying largely on a 2007 affidavit by Naspers's then head of secretariat and intellectual property, that the locus of control in Naspers rests with Nasbel, Keeromstraat and Wheatfields. It contended that Wheatfields is held by Sanlam (50%), the Goedgedacht Trust (16.6%), a related party to chairman Koos Bekker, and Sholto Investments (33.3%), an offshore company in which Bekker and Cobus Stofberg hold shares. These are Caxton's contentions as an intervening competitor, reported by an outlet that names Caxton as its majority shareholder; the shareholdings of the Goedgedacht Trust and Sholto Investments in Wheatfields are not documented in any Naspers or registry record in the retained set, and Naspers's own reports state that Bekker and Stofberg each have an indirect 25% interest in Wheatfields. Naspers states that no entities other than Keerom and Nasbel are part of its protection structure. The Competition Commission's analysis, based on information supplied by the merging parties and summarised in a news report of 8 June 2017 (the Commission's report itself is not in the retained record), also treated Wheatfields as outside the control structure. In that analysis Naspers is controlled through high-voting A shares held by Nasbel, Keeromstraat and Wheatfields; Nasbel and Keeromstraat hold 53% of the voting rights and vote in consultation under a voting pool agreement, while Wheatfields has 12.63% of the voting rights and is not part of the control structure. The Commission noted that Sanlam is a 50% shareholder in Wheatfields, that Wheatfields' minority stakes in Nasbel and Keeromstraat do not give it control, that Nasbel is 49% controlled by Heemstede, a wholly owned Naspers subsidiary, with the remainder widely held by 2 611 shareholders, and that Keeromstraat has 2 843 shareholders, none of them controlling; Caxton disputed that view before the Tribunal. At the hearing the Naspers companies did not respond in detail to the control-structure allegations, arguing that an inquiry was unnecessary because the unbundling conditions would remove Media24's control over Novus, and Wheatfields, Keeromstraat and Nasbel undertook to dispose of the shares they would receive in the unbundling. On 2 August 2017 the Tribunal conditionally approved the Media24/Novus transaction; its reasons state that it denied Caxton's 2017 intervention largely because the divestiture conditions had removed the control issue from consideration, and the Tribunal did not rule on Caxton's contentions. [src-047] [src-050] [src-160] - Analysis: Caxton further contended before the Tribunal in June 2017 that Heemstede, a wholly owned Naspers subsidiary, owns 49% of Nasbel, which in turn holds 33.15% of the voting rights in Naspers, so that 'it seems Naspers controls itself, or at least jointly'. It argued that under the JSE Listings Requirements shares in such circular structures are treasury shares that cannot vote on major matters such as major transactions, schemes of arrangement and takeover bids, and that without the Nasbel votes the voting pool would no longer operate and Keeromstraat would need the cooperation of Wheatfields, which would confer control on Wheatfields. Heemstede's 49% holding in Nasbel is also stated by Naspers, and another published version of the same report gives Nasbel's share as 33,2%; the rest is Caxton's legal argument, which no tribunal or court in the retained record decided. The Naspers companies did not respond to it in detail, arguing that an inquiry was unnecessary because the unbundling conditions would remove Media24's control over Novus and that Caxton had nothing substantive to say about the unbundling condition. In conditionally approving the merger on 2 August 2017, the Tribunal, according to its reasons, denied Caxton's intervention largely because the divestiture conditions had removed the control issue from consideration. [src-047] [src-050] [src-160] ## Officers and related companies in aggregator listings - Analysis: Company-information aggregators citing South African registry data add officer names and address links that neither Keerom, Wheatfields nor Naspers confirms in the retained record. One aggregator lists 17 officers for Keerom, of which it shows two, Lynelle Bagwandeen as company secretary and Steve Pacak as director, without appointment dates; Naspers reports that Steve Pacak died on 20 April 2026, so the listing may be out of date. It gives the legal address as Heerengracht 40, Cape Town, shows no shareholder or beneficial-ownership data, lists Naspers (enterprise number M1925001431) as a related company sharing an officer with Keerom, and lists Heemstede Beleggings (M1995010514), Naspers Beleggings (RF) (M1994005106), RCP Media (M1997001319) and Melsea (M1996017180) among the companies sharing Keerom's registered address; the page itself states that a shared address is common (offices, agents) and is not by itself a finding. An aggregator lists eight officers for Wheatfields Investments No 221, of which it shows two directors, Robert Roux and Francois Johannes Kellerman, without appointment dates and with no shareholder or beneficial-ownership data; neither director is named in any Naspers record in the retained set. The same aggregator lists six related companies: TASC Settlement and SIH Capital Holdings as sharing an officer, and Glyn Marais Nominees, WIP Investments One Hundred and Forty Six, Royal Albatross Properties 339 and Glyn Marais as sharing its address. These links are generated from shared officers or addresses and do not establish ownership or control. [src-046] [src-061] ## Sources - [src-004] Company statement source · src-004 - [src-018] Court record source · src-018 - [src-064] Media source · src-064 - [src-001] Naspers Limited: Memorandum and Articles of Association (English translation, Exhibit 3.1 to a 2002 SEC filing), U.S. Securities and Exchange Commission (EDGAR), 2002 - [src-011] Company statement source · src-011 - [src-134] Company statement source · src-134 - [src-165] Media source · src-165 - [src-048] Company statement source · src-048 - [src-005] Schedule 13G on Remitly Global, Inc. filed by PayU Fintech Investments B.V., Prosus N.V. and Naspers Limited, U.S. Securities and Exchange Commission (EDGAR), 2022-02 - [src-052] Company statement source · src-052 - [src-053] Company statement source · src-053 - [src-025] Court record source · src-025 - [src-141] Media source · src-141 - [src-133] Media source · src-133 - [src-132] Competition Tribunal of South Africa, case 019323: order on the intervention application of Caxton and CTP Publishers and Printers Limited in the Media24 / Paarl Media merger (August 2014), Competition Tribunal of South Africa, 2014-08 - [src-160] Competition Tribunal of South Africa, case LM012Apr16: reasons for the conditional approval of the Media24 / Novus Holdings merger, Competition Tribunal of South Africa - [src-130] Media source · src-130 - [src-047] Media source · src-047 - [src-050] Media source · src-050 - [src-046] Corporate registry source · src-046 - [src-061] Corporate registry source · src-061