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Prosus

Separately listed international internet group controlled by Naspers through voting rights, with an economic interest that differs from voting power.

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Prosus is an international consumer internet group. It holds internet investments that include Tencent. Its relationship with South Africa comes through Naspers, its controlling shareholder, and its secondary listing on the JSE. [2][1]

History

Prosus was formed to house Naspers’s international internet assets. It began its primary Euronext Amsterdam listing on 11 September 2019, with a secondary listing on the JSE. The listing date is not assigned here as the company’s incorporation date. [2][1]

A voluntary exchange offer implemented in August 2021 created a cross-holding with Naspers. Prosus records the removal of that arrangement in September 2023. Its subsequent share structure should not be described with the old circular ownership diagram. [2]

Control and economic participation

At 31 March 2026, Naspers held a 43.42% economic interest and 75.66% of Prosus voting rights. It held all ordinary B shares. These shares combine one vote each with a distribution entitlement far smaller than an ordinary N share. [1]

The parent-company field identifies voting control, not 100% equity ownership. Prosus’s share-count table was updated to 9 October 2026. The March annual-report percentages remain explicitly dated rather than being relabelled as October ownership figures. [1][3]

Tencent and capital allocation

An open-ended repurchase programme announced in June 2022 uses Tencent share-sale proceeds to buy back group shares. Prosus’s stated objective was to reduce its discount to underlying net asset value. That objective is not a promise about future market prices. [2]

Note 6(j) of the 2026 annual report records US$6.5 billion in Tencent share-sale proceeds during that financial year. It gives a 22.66% Tencent stake at 31 March 2026 and identifies the proceeds as funding for repurchases. [1]

Takealot’s separate South African ownership chain

Naspers’s FY2026 group chart shows a wholly owned chain through its e-commerce holding company to Takealot. The chart presents this separately from the Naspers interest in Prosus. The two listed companies should not be treated as interchangeable direct parents of every portfolio business. [6]

The Takealot history also records earlier ownership stages. Naspers’s FY2018 report gives a 96% effective interest and a 91% fully diluted interest after the December 2017 purchase. Those historical percentages should retain their date and measurement basis. [5]

Frequently asked questions

Is Prosus another name for Naspers?

No. It is a separate listed issuer, controlled by Naspers through voting rights. [1]

Was Prosus founded when Tencent was established?

No. Tencent dates its establishment to 1998. Prosus’s separate primary listing began in September 2019. [4][1]

Does Naspers’s control mean complete economic ownership?

No. Prosus disclosed a 43.42% economic interest and 75.66% voting rights for Naspers at 31 March 2026. [1]

Key milestones

  1. Primary Amsterdam listing began, alongside a secondary JSE listing. [1]

  2. Exchange offer implemented, creating a cross-holding with Naspers. [2]

  3. Open-ended share-repurchase programme announced. [2]

  4. Cross-holding removed. [2]

  5. Reporting snapshot: Naspers economic interest 43.42%, voting rights 75.66%. [1]

Related people

Related articles

Related institutions

  • Naspers — South African group incorporated in 1915, transformed through internet investment and retaining voting control of separately listed Prosus.
  • Takealot — South African e-commerce business launched in 2011 after the Take2 acquisition, later combined with Kalahari and brought under Naspers control.
  • Tencent — Chinese technology business established in 1998, connected to South African business history through the Naspers group’s investment and the later Prosus structure.
  • MIH Ecommerce Holdings — Naspers subsidiary identified as Takealot’s acquiring shareholder in the 2017 Tribunal decision, with distinct equity and control rights.

Sources

  1. Prosus, Annual Report 2026: governance page 41 and financial statements note 6(j). Original source. Accessed 2026-10-17. ↩
  2. Prosus, Group structure: listing, exchange offer, repurchases and removal of cross-holding. Original source. Accessed 2026-10-17. ↩
  3. Prosus, Shares in issue: table updated 9 October 2026 and share-class economic rights. Original source. Accessed 2026-10-17. ↩
  4. Tencent, Who we are: establishment, headquarters and business groups. Original source. Accessed 2026-10-17. ↩
  5. Naspers, Integrated Annual Report 2018: etail page 39 and acquisition disclosures page 105. Original source. Accessed 2026-10-18. ↩
  6. Naspers, Integrated Annual Report 2026: group structure, printed page 39. Original source. Accessed 2026-10-18. ↩