Commission
File Number
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001-14917
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Naspers
Limited
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||
(Exact
name of registrant as specified in its charter)
40
Heerengracht, Cape Town, 8001, The Republic of South Africa, +27
21 406
2121
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(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Class
N ordinary shares, nominal value Rand 0.02 per share
American
Depositary Shares, each representing one Class N ordinary share,
nominal
value Rand 0.02 per share
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(Title
of each class of securities covered by this
Form)
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Rule
12h-6(a)
(for
equity securities)
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x
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Rule
12h-6(d)
(for
successor registrants)
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¨
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Rule
12h-6(c)
(for
debt securities)
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¨
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Rule
12h-6(i)
(for
prior Form 15 filers)
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¨
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A.
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Naspers
Limited (the “Company”) first incurred the duty to file reports
under Section 13(a) and Section 15(d) of the U.S. Securities Exchange
Act of 1934, as amended (the “Exchange Act”) on December 23, 2002,
when the Company’s ADSs were listed on the NASDAQ Stock Market
LLC.
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B.
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The
Company has filed or submitted all reports required under Exchange
Act
Section 13(a) and Section 15(d) and the corresponding Commission
rules for the 12 months preceding the filing of this form, and has
filed
at least one annual report on Form 20-F under
Section 13(a).
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A.
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The
only trading market for the Company’s Class N ordinary shares is the JSE
Limited (“JSE”), South Africa, where the shares trade under the
symbol “NPN”. The Company’s ADSs (which are evidenced by ADRs),
each representing one Class N ordinary share, nominal value Rand
0.02 per
share, were listed on Nasdaq on December 23, 2002, and traded there
under the symbol “NPSN”. The Company filed a Form 25
voluntarily applying for delisting of the ADSs with the Commission on
May 29, 2007. The delisting became effective before the opening of
market
on June 8, 2007.
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B.
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The
Company’s ordinary shares were first listed on the JSE on September 12,
1994. The Company has maintained the listing on the JSE since
such initial listing.
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C.
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The
percentage of trading in the ordinary shares in South Africa as of
the 12-month period beginning on May 1, 2006 and ending on April 30,
2007 was 100%.
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A.
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The
first date of the recent 12-month period used to meet the requirements
of
Rule 12h-6(a)(4)(i) is May 1, 2006, and the last date of such period
is
April 30, 2007.
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B.
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The
average daily trading volume of the ADRs in the United States and the
ordinary shares on a worldwide basis for the period described in
Item 4.A
is set forth in the following
table:
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Average
Daily Trading Volume (in number of ordinary shares),
in
thousands
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United States(1) |
11.69
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Worldwide |
1,278.28
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C.
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The
average daily trading volume of the ADRs (expressed in terms of underlying
ordinary shares) in the United States as a percentage of the average
daily trading volume for the ordinary shares and ADRs on a
worldwide basis was 0.90% for the period described in Item
4.A.
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D.
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The
Company filed a Form 25 to voluntarily delist its ADRs with the
Commission, which became effective on June 8, 2007. As of this
date, the average daily trading volume of the ADRs (expressed in
terms of underlying ordinary shares) in the United States as a
percentage of the average daily trading volume for the ordinary
shares and ADRs on a worldwide basis for the preceding 12-month
period, was 0.90%.
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E.
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The
Company has not terminated a sponsored ADR facility for its ordinary
shares.
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F.
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Investis
Ltd, whose registered office is 24 Fashion Street in London, provided
the
data on trading volume for determining whether the Company meets
the requirements of Rule 12h-6.
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A.
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The
notice required by Rule 12h-6(h), disclosing the Company’s intent to
terminate its duty to file reports under Section 13(a) of the
Exchange Act, was published on May 17,
2007.
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B.
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To
disseminate such notice in the United States, a copy of the notice
was
filed with the Commission under cover of a Form 6-K on May 17, 2007,
and
was placed on the NASDAQ wire
service.
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(1)
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The
average daily trading volume of its subject class of securities in
the
United States exceeded 5 percent of the average daily trading volume
of
that class of securities on a worldwide basis for the same recent
12-month
period that the issuer used for purposes of
Rule 12h-6(a)(4)(i);
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(2)
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Its
subject class of securities was held of record by 300 or more United
States residents or 300 or more persons worldwide, if proceeding
under
Rule 12h-6(a)(4)(ii) or Rule 12h-6(c),
or
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(3)
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It
otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
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Dated:
June 8, 2007
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By:
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/s/ George Coetzee | ||
Name: | George Coetzee | |||
Title: | Group Company Secretary | |||