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Title:

Subscription Agreement

Entities:

Naspers Ltd.

Date:

2006

Size:

75KB total

Price:

$39

ID:

#2548162

► Securities ► Subscription Agreements
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SUBSCRIPTION AGREEMENT

dated as of

May 5, 2006

among

ABRIL S.A.

and

MIH (UBC) HOLDINGS BV

ROBERTO CIVITA

and

GIANCARLO F. CIVITA

EXECUTION COPY

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this Agreement) dated May 5, 2006, among Abril S.A., a company (sociedade por aes) organized under the laws of the Federative Republic of Brazil, with head offices in the City of So Paulo, State of So Paulo, at Av. das Naes Unidas, 7221, 25^th floor, Sector A, enrolled with the Legal Entities Taxpayers Registry (CNPJ/MF) under No. 03.788.716/0001-93, herein represented in accordance with its corporate documents (the Company), and MIH (UBC) Holdings BV, a company organized under the laws of the Netherlands, with head offices at 13-15 Jupiterstraat, HC 2132 Hoofddorp, the Netherlands, herein represented in accordance with its corporate documents (MIH), Mr. Roberto Civita, Brazilian citizen, married, publisher, bearer of the Identity Card RG No. 1.666.785, enrolled with the Individual Taxpayers Registry (CPF/MF) under No. 006.890.178-04, resident and domiciled in the City of So Paulo, State of So Paulo, with offices at Av. das Naes Unidas, 7221, 24^th floor, and Mr. Giancarlo Francesco Civita, Brazilian citizen, married, bachelor in social communication, bearer of the Identity Card RG No. 6.167.806-5, enrolled with the Individual Taxpayers Registry (CPF/MF) under No. 040.666.108-11, resident and domiciled in the City of So Paulo, State of So Paulo, with offices at Av. das Naes Unidas, 7221, 24^th floor.

W I T N E S S E T H :

WHEREAS, the Control Group is the legal holder and registered owner of 9,576,531 shares of common stock and 9,576,530 shares of preferred stock of the Company, representing 86.2% and 86.2% of the total issued and outstanding shares of common stock and preferred stock, respectively;

WHEREAS, MIH desires to acquire an equity stake of 30% of the Companys total capital stock, through a combination of subscription of newly issued shares of common stock and shares of preferred stock and the purchase of shares of common stock and shares of preferred stock from the Control Group and Capital International (as defined below), as a result of which MIH will hold 30% and 30% of the total issued and outstanding shares of common stock and preferred stock, respectively;

WHEREAS, on the date hereof, MIH, the Control Group and the Company are entering into a stock purchase agreement for the purchase and sale of 1,316,246 shares of preferred stock of the Company, held by the Control Group, representing 11.8% of the total issued and outstanding shares of preferred stock;

WHEREAS, on the date hereof, MIH and Capital International are entering into a stock purchase agreement for the purchase and sale of 1,533,134 shares of common stock and 1,533,133 shares of preferred stock of the Company, held by Capital International, representing 13.8% and 13.8% of the total issued and outstanding shares of common stock and preferred stock, respectively; and

WHEREAS, MIH hereby agrees to subscribe for 2,289,041 shares of common stock and 972,795 shares of preferred stock of the Company, for the aggregate subscription price set forth below and upon other terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions. (a) The following terms, as used herein, have the following meanings:

Affiliate means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person;

Agreement means this Subscription Agreement and the Disclosure Schedule and exhibits attached hereto;

Brazilian Corporation Law means Law No. 6,404/76 as amended;

Brazilian GAAP means generally accepted accounting principles in Brazil;

Business Day means any day other than a Saturday, Sunday, or other day on which commercial banks in the City of So Paulo, State of So Paulo are authorized or required by law to close;

Capital International means Brazil April LLC and Brazil May LLC;

CI Acquisition Shares means 1,533,134 shares of common stock and 1,533,133 shares of preferred stock of the Company, representing, 13.8% and 13.8% of the total issued and outstanding shares of common stock and preferred stock, respectively, owned by Capital International;

CIESP means Centro das Indstrias do Estado de So Paulo CIESP;

CI Stock Purchase Agreement means the stock purchase agreement, dated the date hereof, between MIH and Capital International, for the purchase, by MIH, of the CI Acquisition Shares;

CG Acquisition Shares means 1,316,246 shares of preferred stock of the Company, representing 11.8% of the total issued and outstanding shares of common stock and preferred stock, respectively, owned by the Control Group;

CG Stock Purchase Agreement means the stock purchase agreement, dated the date hereof, between MIH, the Control Group and the Company, for the purchase, by MIH, of the CG Acquisition Shares;

Claim has the meaning set forth in Section 9.04 of this Agreement;

Closing has the meaning set forth in Section 8.01 of this Agreement;

Closing Date has the meaning set forth in Section 8.01 of this Agreement;

Company means Abril S.A.;

Competitor means when used in connection with the question whether MIH is Controlled by a Competitor means (i) any Person that, directly or indirectly, is engaged in the Business in Brazil, and, as recorded in its financial statements for the preceding Fiscal Year, either had (a) consolidated revenues of at least 20% (twenty percent) of the consolidated revenues of the Group Companies, for the same period, or (b) revenues in any of the Business segments of such Person of at least 20% (twenty percent) of the revenues of the corresponding Business segment of the Group Companies for the same period (a Competing Business), (ii) any Person who owns more than 10% (ten percent) of the total issued and outstanding voting stock of a Competing Business, (iii) any Person who owns more than 20% (twenty percent) of the total issued and outstanding capital stock and have governance rights (such as, without limitation, board seats, veto or approval rights, right to appoint management) of a Competing Business. Competitor, when used in connection with any investment, shall mean any Person the main business activity of which directly and substantially competes with the activities conducted by a Group Company at the moment of such investment.

Confidential Information has the meaning set forth in Section 6.03 of this Agreement;

Control (including the terms Controls, Controlled by and under common Control with) means, with respect to any Person or group of Persons (the Controlling Person(s)), (i) the holding of shares representing more than 50% (fifty percent) of all the voting shares of another Person or (ii) the ability to appoint the majority of the members of the board of directors or other governing body of such other Person;

Control Group means the Parent Company and the Individual Shareholders;

Disclosure Schedule means the Disclosure Schedule attached hereto, dated as of the date of this Agreement, delivered by the Company to MIH in connection with this Agreement;

Environmental Laws means, as in effect on the date hereof, all laws, rules, regulations, judgments, injunctions, orders or decrees relating to pollution or protection of the environment, including, without limitation, laws relating to the release or threatened release of Hazardous Substances into the indoor or outdoor environment (including, without limitation, ambient air, surface water, groundwater, land, surface and sub-surface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, release, transport or handling of Hazardous Substances;

Environmental Permits has the meaning set forth in Section 3.17 of this Agreement;

Financial Statements has the meaning set forth in Section 3.07 of this Agreement;

Governmental Authority means any government, governmental entity, regulatory authority, department, commission, board, agency or instrumentality, any recognized stock exchange and any court, arbitrator, tribunal, whether foreign or domestic with jurisdiction over the Parties;

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