---
title: "Naspers: Nasbel, Keerom and Wheatfields ownership claims"
language: en
canonical: https://dossiertwist.com/dossiers/naspers/nasbel-keerom-and-wheatfields/
as_of: 2026-09-21
keywords: ["Naspers","Prosus","voting control","Nasbel","Keerom","Wheatfields","Takealot","PayU","Media24"]
---

# Naspers: Nasbel, Keerom and Wheatfields ownership claims

**Question.** Which interests are disclosed and which control conclusions remain disputed?

**Answer.** The company discloses indirect Wheatfields interests; dated regulatory and merger records explain the voting pool. Minority holdings and shared addresses do not settle every ultimate-control claim.

## Nasbel, Keerom and the limits of a minority holding

- Analysis: Nasbel and Keerom are investment-holding vehicles central to the high-vote A-share structure. Historical filings and competition records describe their voting pool and a combined majority of Naspers votes. Heemstede, wholly owned by Naspers, held 49% of Nasbel. The 2023 Companies Tribunal record describes Keerom’s limited activities as administering shareholders, preparing accounts and voting its Naspers and Prosus shares; it had no employees. [s-d13] [s-d46] [s-d102] [s-d103]
  - Qualification: The precise historical vote percentages vary with the date and share denominator. A shared address or a minority stake does not establish an additional controlling owner. The Companies Tribunal granted Keerom a five-year social-and-ethics-committee exemption on 2 May 2023 after considering its narrow activities. That is an authorised exemption, not a finding of misconduct or a group-wide exemption.
  - Response: In the 2017 merger dispute, the Competition Commission’s analysis treated Nasbel and Keerom as the controlling pool and did not regard Wheatfields’ minority holdings as conferring control. Caxton disputed that analysis, citing Wheatfields, the Heemstede loop and related interests.

## Dated indirect interests disclosed by the company

- Analysis: The company’s 2014 and 2024 remuneration disclosures both identify Koos Bekker and Cobus Stofberg as holding an indirect 25% interest each in Wheatfields 221 Proprietary Limited. At March 2024, Wheatfields controlled 168,605 Nasbel ordinary shares, 16,860,500 Keerom ordinary shares, 179,988 Naspers A shares and 1,207,198 Prosus A1 shares. The older 2014 Naspers A holding was 133,350 shares. [s-d117] [s-d120] [s-d133]
  - Qualification: These are dated indirect holdings and share counts, before the October 2025 Naspers subdivision. The disclosed 25% interests support the historical economic connection but do not by themselves determine who controlled every Naspers vote. Caxton’s asserted Sanlam–Sholto–Goedgedacht chain is retained as its attributed account, distinct from the company’s own indirect-interest disclosure. A later retirement does not establish disposal of a person’s investments.

## The 2006 arrangement and the stated control rationale

- Analysis: The 2006 account of Wheatfields describes Sanlam placing its high-vote Naspers holdings into the vehicle, then selling half the vehicle to entities acting for Bekker and Stofberg. The stated consideration was R67.5 million for each of their interests, with the two assuming equal financial risk. The resulting structure retained a Sanlam economic interest while protecting the high-vote shares from a hostile bidder. [s-d137] [s-d346]
  - Qualification: The 2006 statement’s description of control and voting rights is a dated company account. Later Commission analysis and Caxton’s competing interpretation should not be silently replaced by it. Payments made in an acquisition are historical transactions, not continuing executive mandates.
  - Response: Bekker said the arrangement was intended to preserve Naspers’ independence and ability to operate internationally. The reported hostile PSG-led proposal illustrated the disparity between a tiny economic percentage and a much larger voting interest.

## A historical entity-specific social-and-ethics exemption

- Analysis: Nasbel’s own Companies Tribunal decision dated 26 October 2015 describes an investment holding company that held shares for its shareholders rather than trading in them. It recorded no employees or third-party obligations and turnover below R1 million in each of 2014 and 2015. Its shareholder count nevertheless triggered the public-interest threshold for a social and ethics committee. [s-d59]
  - Qualification: The Tribunal did not regard the company as truly dormant. It held that requiring this committee would not serve the regulatory purpose given the limited operations, and granted a five-year exemption. This historical, entity-specific order neither proves a present exemption nor covers Naspers or all its operating subsidiaries.

## Sources

- [s-d13] Company statement source · s-d13
- [s-d46] Court record source · s-d46
- [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-d133] Other source · s-d133
- [s-d137] Media source · s-d137
- [s-d346] Media source · s-d346
- [s-d59] Court record source · s-d59