--- title: "Naspers: voting control, Prosus, portfolio exits and disputed conduct" language: en canonical: https://dossiertwist.com/dossiers/naspers/ as_of: 2026-09-21 keywords: ["Naspers","Prosus","voting control","Nasbel","Keerom","Wheatfields","Takealot","PayU","Media24"] --- # Naspers: voting control, Prosus, portfolio exits and disputed conduct **Question.** Who controls Naspers, how has its portfolio changed, and what do the retained disputes actually establish? **Answer.** Control combines unequal voting classes and dated holding vehicles, while Prosus is separately listed and old circular ownership ended in 2023. Portfolio disposals and executive departures change the meaning of older network records. Competition remedies, civil judgments and attributed allegations have different scopes and outcomes. ## The business behind the holding structure - Analysis: Naspers is a South African listed consumer-internet and media business. It is the majority owner of Prosus, the separately listed company through which the group operates and invests internationally. Its businesses span online retail, food delivery, classifieds and payments, alongside Media24’s publishing operations. [s-d320] - Qualification: The listed parent, Prosus and the operating companies are distinct legal entities. A group business description does not make the parent the direct party to every subsidiary’s transaction. ## Control rests on votes and dated vehicles - Analysis: Naspers combines listed public equity with unequal voting classes: each A ordinary share carries 1,000 votes, while each N ordinary share carries one. Nasbel and Keerom form a protective voting pool; disclosed Wheatfields interests add economic links without resolving every disputed theory of ultimate control. The reciprocal Prosus holding ended in September 2023. [s-d102] [s-d103] [s-d117] [s-d120] [s-d13] [s-d131] [s-d133] [s-d30] [s-d31] [s-d320] [s-d34] [s-d342] [s-d46] [s-d7] [s-d8] [s-d86] - Qualification: A vote, an economic interest and a direct corporate shareholding are different measures. A dated disclosure cannot be treated as an unchanged current ownership chart. ## The business and leadership have changed - Analysis: Prosus holds much of the international portfolio. Its accounts distinguish the group’s IFRS operating loss from positive adjusted measures, show substantial debt alongside cash and retain a material Tencent concentration. Acquisitions, disposals and changes in leadership mean that old websites and biographies frequently describe an earlier group. [s-d120] [s-d122] [s-d125] [s-d17] [s-d177] [s-d231] [s-d253] [s-d281] [s-d282] [s-d383] [s-d55] [s-d61] [s-d72] [s-d8] [s-d82] [s-supp-prosus-fy23] - Qualification: The Avito sale, VK renunciation, executive departures and removal of circular ownership are reconciled with older records rather than erased from the historical network. - Analysis: The financial dependence on Tencent is measurable. At 31 March 2026, the group retained a 22.66% interest in Tencent. Its reported US$1.5 billion of annual free cash inflow included US$1.2 billion of Tencent dividends; excluding that dividend, free cash flow was US$253 million. [s-d17] - Qualification: These are dated group figures, not evidence of a new direct purchase by Naspers. The additional Tencent dividend received in June 2026 falls after the March financial year-end. ## Different disputes establish different outcomes - Analysis: The dossier includes competition remedies, PayU’s response to investigation reports, a historical employer-liability judgment, Avito-related civil claims and several distinct MultiChoice/SABC proceedings. It also retains Naspers’ acknowledgment of its apartheid history. [s-d108] [s-d179] [s-d219] [s-d239] [s-d251] [s-d261] [s-d272] [s-d321] [s-d323] [s-d35] [s-d351] [s-d361] [s-d86] [s-d98] [s-supp-naspers-history-response] [s-supp-payu-response] [s-supp-review-avito-appeal] [s-supp-trc-journalists] - Qualification: An inquiry, a claimant’s pleading, an admissibility decision and a judgment on liability establish different things. Material denials and favorable outcomes accompany the relevant claims; unrelated participants do not inherit group liability. - Analysis: The competition disputes have identifiable outcomes. In Brazil, restaurant-exclusivity complaints against iFood were followed by a negotiated commitment with Cade on 8 February 2023. The 54-month arrangement restricted exclusivity, including a ban for brands with at least 30 restaurants and caps for smaller brands, and provided for a monitoring trustee. [s-d275] [s-supp-review-ifood-tcc] - Qualification: This was a negotiated cessation commitment, not a criminal conviction or a blanket clearance of every earlier allegation. - Response: iFood had maintained that its conduct was lawful, disputed the competitors’ market definition and said it had reduced the proportion of exclusive restaurants. - Analysis: A different issue concerned January 2025 reporting about frozen funds in virtual accounts at eight Indian payment gateways, including PayU, during the HPZ Token investigation. That reporting described scrutiny of payment handling in an alleged investment scheme; it did not establish that PayU itself operated the scheme. [s-d219] [s-supp-payu-response] - Qualification: The retained material establishes no final adverse judgment against PayU in this matter. Funds in payment accounts are not automatically the payment company’s own assets. - Response: PayU said the reports concerned events in 2022 and that it had fully cooperated with the Enforcement Directorate. ## Sources - [s-d320] Company statement source · s-d320 - [s-d102] Other source · s-d102 - [s-d103] Media source · s-d103 - [s-d117] Company statement source · s-d117 - [s-d120] Company statement source · s-d120 - [s-d13] Company statement source · s-d13 - [s-d131] Media source · s-d131 - [s-d133] Other source · s-d133 - [s-d30] Company statement source · s-d30 - [s-d31] Company statement source · s-d31 - [s-d34] Company statement source · s-d34 - [s-d342] Media source · s-d342 - [s-d46] Court record source · s-d46 - [s-d7] Company statement source · s-d7 - [s-d8] Company statement source · s-d8 - [s-d86] Other source · s-d86 - [s-d122] Company statement source · s-d122 - [s-d125] Media source · s-d125 - [s-d17] Company statement source · s-d17 - [s-d177] Media source · s-d177 - [s-d231] Media source · s-d231 - [s-d253] Media source · s-d253 - [s-d281] Media source · s-d281 - [s-d282] Media source · s-d282 - [s-d383] Media source · s-d383 - [s-d55] Company statement source · s-d55 - [s-d61] Company statement source · s-d61 - [s-d72] Other source · s-d72 - [s-d82] Company statement source · s-d82 - [s-supp-prosus-fy23] Company statement source · s-supp-prosus-fy23 - [s-d108] Media source · s-d108 - [s-d179] Court record source · s-d179 - [s-d219] Media source · s-d219 - [s-d239] Court record concerning Naspers or the identified participant, Netherlands Judiciary - [s-d251] Court record source · s-d251 - [s-d261] Court record concerning Naspers or the identified participant, Netherlands Judiciary - [s-d272] Media source · s-d272 - [s-d321] Media source · s-d321 - [s-d323] Court record concerning Naspers or the identified participant, South African Competition Tribunal - [s-d35] Media source · s-d35 - [s-d351] Media source · s-d351 - [s-d361] Court record source · s-d361 - [s-d98] Media source · s-d98 - [s-supp-naspers-history-response] Company statement source · s-supp-naspers-history-response - [s-supp-payu-response] Media source · s-supp-payu-response - [s-supp-review-avito-appeal] Media source · s-supp-review-avito-appeal - [s-supp-trc-journalists] Media source · s-supp-trc-journalists - [s-d275] Media source · s-d275 - [s-supp-review-ifood-tcc] Cade settlement with iFood in the restaurant-exclusivity investigation, www.gov.br, 2023-02-08