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Naspers Limited (NPSN)

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Wednesday 14 July, 2010

Naspers Limited


RNS Number : 2891P
Naspers Limited
14 July 2010


(Incorporated in the Republic of South Africa)

(Registration number 1925/001431/06)

JSE share code: NPN ISIN: ZAE000015889

LSE ADS code: NPSN ISIN: US 6315121003

("Naspers" or "the company")





1. INTRODUCTION                                     

Shareholders are advised that a subsidiary of Myriad

International Holdings B.V. ("MIH"), an indirect wholly

owned subsidiary of Naspers, has entered into agreements

regarding its interest in, the leading Russian

internet communication and gaming company. MIH will

exchange its 39,3% stake in and invest a further

US$388m (R2,9bn) cash to obtain a 28,7% economic interest

in Digital Sky Technologies Limited ("DST") (the



DST is one of the largest internet companies in the

Russian-speaking market. Upon the close of this

transaction, DST will own more than 99,9% of, the

leading Russian internet communication and gaming company.

DST owns ICQ, the leading instant messaging platform in

Russian-speaking markets, and also holds: more than 75% of

Forticom, the social network operator in Russia and the

Baltics; minority stakes in vKontakte, the Russian social

network service, and OE, a payments platform; as well as

small interests in global internet companies such as

Facebook, the largest social network, Zynga, the largest

provider of social games, and Groupon, a fast growing

social e-commerce business.


This transaction provides MIH with a significant stake in

a leading internet group with growth potential in Russia

and deep understanding of this market. It also aligns

MIH's interests with those of other shareholders of DST.



The consideration payable by MIH includes the contribution

of its existing stake in, an investment of US$50m

for new shares to be issued by DST and a further US$338m

by MIH to acquire further shares in DST from current




The table below sets out the unaudited pro forma financial

effects of the transaction and is based on the published,

audited results of Naspers for the year ended 31 March



The unaudited pro forma financial effects, for which the

Naspers board is responsible, are presented for

illustrative purposes only and may not give a fair

reflection of the financial position and results of the

operations post the implementation of the transaction.


                           Before           After       

                  transaction (a) transaction (b)  Change

Per share                 (cents)         (cents)     (%)


EPS (cents)                   873           1 260      44

Headline EPS (cents)          884             843     (5)

Fully diluted EPS                                      

EPS (cents)                   848           1 225      44

Headline EPS (cents)          859             820     (5)

Core Headline EPS (cents)   1 426           1 386     (3)

NAV (cents)                 8 993           9 346       4

NTAV (cents)                3 342           3 695      11

Net number of shares in    

issue ('000)              374 308         374 308       -

Weighted average number of 

shares in issue ('000)    372 951         372 951       -

Fully diluted weighted      

average number of shares

in issue ('000)           383 820         383 820       -



(a) The information "Before transaction" is based on the

published audited results of Naspers for the year ended 31

March 2010.


(b) The information "After transaction" is based on the

following assumptions:


(i) the transaction was effective from 1 April 2009;


(ii) the total purchase consideration for the 28,7% stake

in DST included cash of US$388m plus the group's 39,3%

stake in;


(iii) cash paid was drawn down from the group's existing

credit facilities bearing interest at an average pre-tax

rate of 5,5%;


(iv) no tax effect was assumed on the transaction;


(v) income statement information was converted at

R7,7123:US$1, being the average rate for the year ended 31

March 2010;


(vi) balance sheet information was converted at

R7,3343:US$1, being the closing rate on 31 March 2010; and


(vii) the dilution gain of R1,3bn was calculated based on

the net book value of as at 31 March 2010.


(c) The NAV and NTAV per ordinary share "After

transaction" is based on the assumption that the

transaction was implemented on 31 March 2010.


(d) The pro forma financial effects do not include the

impact of any purchase accounting adjustments.


Shareholders are advised that the board believes core

headline earnings per share to be an appropriate indicator

of sustainable earnings performance. For a definition of

`core headline earnings' we refer shareholders to the

annual financial statements and to our website




The effective date of the transaction will be on

fulfilment of the conditions precedent, which include,

inter alia, approvals of various regulatory authorities.



The transaction has been categorised as a category 2

transaction in terms of section 9.5(a) of the JSE Limited

Listings Requirements.


Cape Town

14 July 2010


Important information:

The report contains forward-looking statements as defined

in the United States Private Securities Litigation Reform

Act of 1995. Words such as "believe", "anticipate",

"intend", "seek", "will", "plan", "could", "may",

"endeavour" and similar expressions are intended to

identify such forward-looking statements, but are not the

exclusive means of identifying such statements. While

these forward-looking statements represent our judgements

and future expectations, a number of risks, uncertainties

and other important factors could cause actual

developments and results to differ materially from our

expectations. These include factors that could adversely

affect our businesses and financial performance. We are

not under any obligation to (and expressly disclaim any

such obligation to) update or alter our forward-looking

statements, whether as a result of new information, future

events or otherwise. Investors are cautioned not to place

undue reliance on any forward-looking statements contained



About Naspers:

Naspers comprises a broad-based media group operating in

129 countries. It is listed on the JSE Limited (JSE), with

an ADR listing on the London Stock Exchange. Today its

principal operations are in internet platforms (focusing

on e-commerce, communities, content, communication and

games), pay-television and the provision of related

technologies and print media. Most of Naspers's businesses

hold leading market positions. The group's most

significant operations are located in emerging markets.

This includes South Africa and elsewhere in Africa, China,

Central and Eastern Europe, India, Latin America, Russia,

Thailand and the Netherlands.



Investec Bank Limited                                   

(Registration number 1969/004763/06)                    


Corporate adviser                   

Citigroup Global                    

Markets Limited                     


Legal adviser                                  

Wilmer Cutler Pickering                                  

Hale and Dorr LLP



PricewaterhouseCoopers Inc

(Registration number 1998/012055/21)

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