--- title: "Naspers and Prosus: majority holding, cross-holding and its removal" language: en canonical: https://dossiertwist.com/dossiers/naspers/prosus/ 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 and Prosus: majority holding, cross-holding and its removal **Question.** How is Naspers related to Prosus, and what changed with the 2021 cross-holding and its removal in 2023? **Answer.** Prosus N.V., registered in the Netherlands under number 34099856, had its N shares admitted to listing on Euronext Amsterdam and the JSE on 11 September 2019, and Naspers describes itself as its majority owner; an amended SEC Schedule 13D gives Naspers a 75.56% voting interest and a 42.94% economic interest in Prosus as of 3 February 2023. After a 2021 share swap, under which Prosus acquired around 52.46% economic interest in Naspers's listed shares according to Naspers, the two companies entered into a cross-holding agreement, which was removed following shareholder approval in September 2023. A 2023 news commentary argued that the 2019 listing did little to narrow the discount to the underlying assets; Naspers's later records report a reduction since June 2022 and a combined holding-company discount that stayed at around 43% in FY26. ## Prosus as a company - Analysis: Prosus N.V. gives its registration number as 34099856 in the terms of use of its website, which are governed by Dutch law with disputes reserved to the Dutch courts. A registry-lookup extract of the Dutch Chamber of Commerce (KvK) basic company data for that number shows an active NV with a start date of 3 April 1997, main activity SBI code 64210 and postcode region 10. The GLEIF data (golden copy published 21 September 2026) show LEI 635400Z5LQ5F9OLVT688 for Prosus N.V., registered in the Netherlands as 34099856, legal-form code B5PM, entity status ACTIVE, entity creation date 4 April 1997, initial LEI registration on 29 January 2014, registration status ISSUED and last update on 25 June 2026; the KvK start date and the GLEIF creation date are given as each record states them. The undated copy of the Naspers memorandum of incorporation held on the Prosus website defines "NewCo" as Myriad International Holdings N.V (to be renamed), a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands with registration number 34099856, the number Prosus gives as its own. The memorandum does not itself state the new name, and Naspers's 2014 annual financial statements name Myriad International Holdings B.V. as the group's bond and credit-facility borrower, for which the retained record gives no registration number. In Amendment No. 1 to a Schedule 13D (event date 10 February 2023), filed with the SEC, Prosus N.V., MIH Internet Holdings B.V. and MIH e-commerce Holdings B.V. are each listed as organised in the Netherlands with principal business and office address Symphony Offices, Gustav Mahlerplein 5, 1082MS Amsterdam, the street address that the GLEIF record gives as the headquarters of Prosus N.V. [src-017] [src-016] [src-129] [src-011] [src-048] [src-022] ## The 2019 listing - Analysis: Prosus announced that its N ordinary shares, with a nominal value of €0.05 each, were admitted to listing and trading on Wednesday 11 September 2019 on Euronext Amsterdam under the symbol PRX and, as a secondary listing, on the Main Board of the Johannesburg Stock Exchange under the abbreviated name Prosus and the symbol PRX in the Technology—Internet sector; the ISIN of the Prosus N ordinary shares is NL0013654783. It said it would notify the Dutch Authority for the Financial Markets (AFM) of 1,185,996,011 N ordinary shares and 2,452,605 A ordinary shares in issue on the first trading date. Under the related capital restructure, Naspers N shareholders who did not elect to receive Naspers N shares under the Naspers N share capitalisation issue would receive Prosus N shares under the Naspers M share capitalisation issue, with settlement expected on 16 September 2019. In the listing announcement Prosus described the Prosus Group as a global consumer internet group and one of the largest technology investors in the world, whose businesses and investments served more than 1.5 billion people in 89 markets and were market leaders in 77 of them, spanning Classifieds, Payments and Fintech and Food Delivery plus other online businesses including Etail and Travel, and operating primarily in China, India, Russia, Central and Eastern Europe, North America, Latin America, Southeast Asia, the Middle East and Africa. [src-036] [src-002] ## Naspers's majority holding - Analysis: Naspers describes itself as the majority owner of Prosus, which has its primary listing on Euronext Amsterdam and secondary listings on the JSE and the A2X Exchange in South Africa; the same description appears in Naspers's 2026 JSE announcement on the distribution of its integrated annual report. Two filings with the SEC give dated figures. A Schedule 13G in respect of shares of Remitly Global, Inc. held by PayU Fintech Investments B.V. (event date 31 December 2021) states that Naspers owns 73.4% of the voting rights of Prosus and that PayU is controlled by Prosus and Naspers, which share voting and dispositive control over the shares held by PayU. An amended Schedule 13D on Trip.com Group Limited shares (event date 10 February 2023) states that as of 3 February 2023 Naspers held a 75.56% voting interest and a 42.94% economic interest in Prosus, and that the reporting subsidiary MIH Internet SEA Private Limited (Singapore) is wholly owned by MIH B2C Holdings B.V., which is wholly owned by MIH e-commerce Holdings B.V., itself wholly owned by MIH Internet Holdings B.V., a wholly owned subsidiary of Prosus. The amendment was signed for both Prosus N.V. and Naspers Limited by Lynelle Bagwandeen as Group Company Secretary, and for MIH Internet Holdings B.V. and MIH Internet SEA Private Limited by a director of each. [src-002] [src-004] [src-005] [src-022] ## The 2021 cross-holding and its removal in 2023 - Analysis: In 2021 a share swap made Prosus a holder of Naspers shares. Naspers states that in 2021 Naspers and Prosus entered into a cross-holding agreement to regulate their relationship following Prosus's acquisition of around 52.46% economic interest in Naspers's listed shares, so as to give shareholders certainty that the full extent of Prosus free-float shareholders' effective economic interest in the Prosus portfolio would be paid in distributions directly and efficiently at the Prosus level. A news report of 16 August 2021 states that under the share swap, declared unconditional the previous week, Prosus bought 45% of Naspers shares, bringing its ownership of Naspers to 49% in all, while Naspers owned around 57% of Prosus and kept voting control; the two companies share a single board, and Prosus's economic interest in the companies' international assets, including Tencent shares then worth $167 billion, became around 60%. An online encyclopedia entry states that the deal was completed in August 2021 and reduced Naspers's stake in Prosus to 56.92%, and a 2023 news report describes Prosus as having issued new shares to buy a 45.4% stake in Naspers. Bob van Dijk, then chief executive of Naspers and Prosus, said in August 2021 that the transaction increased the size of the Prosus free float and more than doubled its ownership of the group's global consumer internet portfolio; the same news report states that both companies traded at a large discount to their underlying assets and that executives argued Naspers's dominance of Johannesburg stock indices was one reason. [src-004] [src-120] [src-037] [src-024] - Analysis: Naspers states that, following shareholder approval in September 2023, the cross-holding of shares between Prosus and Naspers was removed, which it says ensures the continuation of the open-ended share repurchase programme, simplifies the corporate structure and preserves the benefits of the Prosus listing and the share exchange; its annual financial statements for the year to 31 March 2024 describe the shareholder support as overwhelming. A news report of 19 July 2023 states that Naspers announced the removal in June 2023 in order to continue its share buybacks, and a news report of 18 September 2023 states that the unwinding was announced as completed. Naspers's shares-in-issue table (in thousands) shows that at 31 March 2023 there were 435,511 Naspers N ordinary shares in issue, of which 217,553 were owned by Prosus and 21,022 were other treasury shares (net 196,936), and 961 A ordinary shares; at 18 September 2023, on completion of the transaction to remove the cross-holding, it shows 187,283 N ordinary shares in issue with none held in treasury, and 961 A ordinary shares. Its shares-in-issue notes state that Naspers N shares held in treasury by a South African subsidiary before the removal were cancelled in September 2023. [src-004] [src-138] [src-054] [src-012] [src-024] ## Commentary on the discount - Analysis: A news commentary article of 19 July 2023 states that Naspers announced in March 2019 its intention to list its international internet assets on Euronext Amsterdam amid growing shareholder pressure to narrow the discount to its underlying assets, notably Tencent; that the listing of Prosus on 11 September 2019, despite a first-day gain of more than 25%, did little to narrow the discount; and that the market welcomed the decision to unwind the cross-holding, which in the author's words 'essentially reversed a bad move by the same management in 2021'. These are the article's assessments of the effect of the transactions, not established findings. Naspers's own account is that removing the cross-holding ensures the continuation of the open-ended share repurchase programme, simplifies the structure and preserves the benefits gained from the Prosus listing and the share exchange; then chief executive Bob van Dijk was quoted in 2023 as saying that shareholders had told the group they did not like the cross-holding because it created complexity, and that the group had listened and was getting rid of it. Naspers's FY2024 annual financial statements state that the open-ended share repurchase will continue as long as the discount remains elevated, and that from the launch of the programme in June 2022 to 31 March 2024 the combined holding company discount of Naspers and Prosus reduced by some 21 percentage points. The summary of its integrated annual report for the year to 31 March 2026 gives a reduction of 16 percentage points since June 2022, attributed to the repurchase programme and improved disclosures and operational execution, and its announcement of the results of the annual general meeting of 27 August 2026 states that, despite US$10bn returned through buybacks in FY26 across the Naspers/Prosus group, the combined holding-company discount stayed at around 43%, that this had not yet delivered the narrowing shareholders were looking for, and that closing the gap was a strategic board priority in FY27. [src-138] [src-054] [src-006] [src-134] [src-004] [src-024] ## Sources - [src-017] Company statement source · src-017 - [src-016] Corporate registry source · src-016 - [src-129] GLEIF LEI record search result including Prosus N.V. (LEI 635400Z5LQ5F9OLVT688), golden copy of 21 September 2026, Global Legal Entity Identifier Foundation, 2026-09-21 - [src-011] Company statement source · src-011 - [src-048] Company statement source · src-048 - [src-022] Schedule 13D Amendment No. 1 on Trip.com Group Limited filed by Prosus N.V., Naspers Limited and subsidiaries (event date 10 February 2023), U.S. Securities and Exchange Commission (EDGAR), 2023-02 - [src-036] Company statement source · src-036 - [src-002] Naspers Limited: distribution of integrated annual report 2026, notice of virtual annual general meeting, dividend and B-BBEE certificate (SENS announcement), JSE Limited (SENS), 2026-06-29 - [src-004] Company statement source · src-004 - [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-120] Media source · src-120 - [src-037] Other source · src-037 - [src-024] Media source · src-024 - [src-138] Media source · src-138 - [src-054] Company statement source · src-054 - [src-012] Company statement source · src-012 - [src-006] Company statement source · src-006 - [src-134] Company statement source · src-134