OPULION
Companies / Prosus N.V.Net asset value & discount

Company profile · DNA card

Prosus N.V.Figures

Euronext Amsterdam et JSE Johannesbourg · EURONEXT:PRX · NL · EUR

Prosus sells a little Tencent every year, a line worth three quarters of its gross assets, to buy back its own discounted shares.

Company profile

Quick snapshot

Profile and market cap

See the net asset spread
Listing
EURONEXT:PRX · XAMSEuronext Amsterdam et JSE Johannesbourg
Currency
EUR
Head office
Amsterdam, Netherlands

Portfolio structure

See the composition
Allocation
  • Listed79.4 %
  • Unlisted20.6 %
Concentration
  • Top holding75.6 %
  • Top 590.5 %

of 21 weighted lines

Listed holdings21

Governance and fees

Who really controls?

The reference shareholder carries 32.2 points more in votes than in capital.

An absolute majority of the votes is reached.

Control (capital)43.42 %
Control (voting rights)75.66 %

Return and track record

Buyback policyProgramme ouvert et sans terme depuis le 28 juin 2022, financé par la vente de titres Tencent. 939 992 619 actions N rachetées pour 32,8 Md USD jusqu'au 31/03/2026, soit 32 % du flottant. Objectif annoncé de 5 Md USD supplémentaires en FY27
Setting the scene

Prosus is a Dutch technology holding whose three quarters of value sit in a line it does not control. Its gross assets stand at USD 168,775m at 31 March 2026, of which Tencent alone accounts for 75.6%, through a 22.66% minority stake in a Hong Kong-listed company it does not consolidate. Its entire allocation doctrine rests on a single arbitrage: sell a small fraction of Tencent each year, at its market price, to buy back Prosus shares, which trade well below the value of what the company owns. Over the year the group cut its Tencent position by 0.9% and booked an accounting gain of USD 4.7bn on it.

The buyback is therefore not one tool among others, it is the philosophy. Since 28 June 2022, 939,992,619 ordinary N shares have been repurchased for USD 32.8bn, that is 32% of the free float. And the loop has two floors, which makes it hard to read from a distance. At Prosus level, Tencent funds the buyback of Prosus shares. At Naspers level, the South African parent sells Prosus shares to fund the buyback of its own stock in Johannesburg: 365,249,825 Prosus shares sold, 323,404,606 Naspers shares repurchased, USD 12.1bn committed. Both floors draw on the same source. The company gives the combined total, around USD 46bn returned to shareholders since June 2022, and quantifies what the loop mechanically produces: an additional 16% in net asset value per share compared with what it would have been without buybacks.

The counterpart is rarely stated, and it should be named. A buyback funded by selling the main asset reduces absolute net assets in order to raise net assets per share. Both movements are visible in the same series. The number of shares falls from 2,602.678 million at 30 September 2023 to 2,117.581 million at 30 June 2026, that is 18.6% fewer in eleven quarters, recalculated. The Tencent stake falls from 23.49% at 31 March 2025 to 22.66% a year later, and the company itself names the move. At that pace the line financing the buyback would run out over decades rather than years: this is not a short-term risk. But the company also states its intention to keep Tencent for the foreseeable future, without ever saying how far down it will go. Both statements coexist, and this is the most useful question to put to it.

Prosus has made cutting its discount a publicly verifiable pay condition for its chief executive and finance director, worth 10% of their annual variable pay. That is rare and creditable: the house accepts being scored on a figure it does not fully control. The year's outcome is an admitted failure, the discount staying flat at around 42% and the corresponding component being paid at zero. Two caveats come with that figure: the company publishes the percentage without publishing its base, neither the share price used, nor the net asset value used, nor the measurement window, and the wording refers to a group discount, which the results booklet elsewhere defines as the combined Naspers and Prosus discount. Meanwhile a second, operating business is growing: seven named consolidated subsidiaries, iFood, OLX, Just Eat Takeaway.com, eMAG, iyzico, Despegar and PayU, plus La Centrale acquired for USD 1.3bn, organised in three regional ecosystems, Latin America, Europe and India. One flow is worth isolating to see where that business stands: excluding the USD 1.2bn dividend received from Tencent, group free cash flow moves from USD 18m to USD 275m. In other words the operating ecosystems have only just tipped into self-financing, and the group's cash is still Tencent's.

Transparency The author personally holds, in a private capacity, shares in Prosus N.V., acquired prior to the creation of Opulion. A long position, with no derivative and no leverage, well below 0.5% of the company's issued share capital, and one that does not represent a significant part of his invested wealth. This holding does not affect the independence of the analysis, which remains non-recommending.

Who decides, and since when

How the house is governed

Prosus is a Dutch company listed in Amsterdam, controlled by a South African company listed in Johannesburg, and both hold, in cascade, the same minority stake in a Chinese company listed in Hong Kong. Three countries, three regulators, one dominant asset. Prosus issues three classes of shares, and only one is listed. The ordinary N shares, 2,270,615,582 of them, one vote each, are the reference for distributions. The A1 shares, 6,446,739, are unlisted. And 2,869,537,584 B shares, also unlisted, are held entirely by Naspers Limited: each carries a full vote and an economic right of one millionth of the distribution per N share. Control sits there, in that single line. Naspers votes with shares that give it, economically, almost nothing.

The outcome is published: at 31 March 2026, Naspers holds 75.66% of the voting rights for a 43.42% economic interest. Recalculated from the published share counts, the economic share comes out at 43.4182%, a gap of 0.0018 points, so control is verified across two independent documents. The voting share comes out at 75.692% against 75.66% published, a gap of 0.03 points the company does not explain, calculating that ratio under South African company law without publishing its exact convention. The ratio to remember is roughly one to two: a free-float shareholder buys 56.58% of the economics and 24.34% of the power. That is neither hidden nor contestable, it is the price of entry.

A takeover defence exists, and it is dormant by construction: it stays inactive as long as Naspers controls. It arms in one case only, if Naspers declares to the Dutch regulator that it has lost the right to at least half the voting rights plus one. The 6,446,739 A1 shares then convert into A2 shares carrying one thousand votes each, that is 6.4 billion votes created at a stroke, and those A1 shares are held by two vehicles tied to Naspers voting in concert. In plain terms, control cannot change hands against the will of the South African bloc: a hostile bid on Prosus is structurally impossible. That also locks the one market mechanism that elsewhere narrows a holding company's discount.

The cascade does not stop at Naspers. Above it, two vehicles, Nasbel and Keerom, hold shares carrying one thousand votes each and together control 67.71% of Naspers's voting rights at 31 March 2026, while Heemstede, a Naspers subsidiary, holds 49% of Nasbel. The economic loop linking Prosus and Naspers was unwound in September 2023, but that control loop was not. The unwinding also left a trap in the numbers, and it must be known before reading any long series: between 30 June and 30 September 2023 the number of net shares more than doubled and net asset value per share was divided by 2.28, without a single share being issued or a single asset sold. It was a change in counting convention. Any series of Prosus net asset value per share that crosses the third quarter of 2023 without marking that break is wrong, and wrong by a factor of 2.28.

Leadership and research

Governance
Fabricio Bloisi · Directeur général
Nico Marais · Chief Financial Officer (CFO)
Phuthi Mahanyele-Dabengwa · Administratrice exécutive

Under what discipline

Management style

Axes

Management style · Arbitrageur of its own discount

Buyback policy

Programme ouvert et sans terme depuis le 28 juin 2022, financé par la vente de titres Tencent. 939 992 619 actions N rachetées pour 32,8 Md USD jusqu'au 31/03/2026, soit 32 % du flottant. Objectif annoncé de 5 Md USD supplémentaires en FY27

What it owns

Composition

At a glance

The detail of this company's positions cannot be reached from this page. Nothing is displayed while the measurement cannot be made: a measurement that is impossible is not an empty portfolio.

How it is spread

Opulion breakdown

Recalculated from positions, cash included

Measurement unavailable

Breakdown cannot be measured from this page

The detail of this company's positions cannot be reached from this page. Nothing is displayed while the measurement cannot be made: a measurement that is impossible is not an empty portfolio.

Allocation as of Mar 31, 2026

Pillars
  • Tencent75.6 %
  • Tencent Holdings72.5 %
  • E-Commerce Direct & Classifieds18.0 %
  • Europe9.7 %
  • LatAm5.8 %
  • Other4.7 %
  • FinTech & Payments4.5 %
  • India4.2 %
  • EdTech & AI3.0 %
  • Cash & Liquidités2.0 %

Split observed as of Mar 31, 2026. This is not a target allocation: Prosus N.V. publishes the value of each pocket, not an objective.

Weights computed by Opulion from the pocket values published by the issuer, divided by the published portfolio.

Location

Head office and exposure

Head office : Amsterdam, NL

What the market is asking today

Net asset value and price

Measured gap
67.10 €

Gap not computable at this date.

The issuer publishes no value reference. What circulates as a "net asset value" for this company is an analyst consensus, which we never serve as an issuer publication.

Net asset value published on Aug 5, 2026.

The share price

Market

The share price as it forms on the market. Read it alongside the published net asset value above.

Method rating

Opulion Quality Review

OQR rating in preparation: the method is published, and this case's rating will be added after review. No rating is shown until it is established.

Read the method

Sources

Public and dated
Important:

Analysis based exclusively on publicly available information for educational purposes (courtesy translation of the French original). It does not constitute personalised investment advice within the meaning of MiFID II. The Opulion score is a framework for reading the quality and the readability of a file, not a recommendation to buy, sell or hold, nor a forecast. All investment carries risk, including the loss of capital. Past performance is not indicative of future results.

Our publications

What we have written on this company

The in-depth analyses, the notes and the news feed attached to this company. Sourced, dated, never advice.

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