NPSN.L Regulatory News (NPSN)

7 Mar 2008 11:30

Naspers Limited07 March 2008 Naspers Limited(Incorporated in the Republic of South Africa)(Registration number 1925/001431/06)JSE share code: NPN ISIN: ZAE000015889LSE ADS code: NPSN ISIN: US 6315121003 Supplementary announcement:cash offer for Tradus plc 1. Introduction On 18 December 2007 Naspers Limited ("Naspers" or "the group") announced thatit had reached agreement on the terms of a recommended cash offer made by MIHInternet B.V. ("MIH"), an indirect wholly owned offshore subsidiary of Naspers,for the entire issued and to be issued share capital of Tradus plc (formerlyQXL ricardo plc) ("Tradus") for GBP18 per Tradus share ("the Offer"). The cash consideration of the Offer, excluding costs, was approximately GBP946million. The Offer was to be implemented by way of a court-approved scheme ofarrangement in terms of the Companies Act 1985 of the United Kingdom ("theScheme"). 2. Current status On 8 February 2008 Tradus's shareholders approved the Scheme. The Polish competition authorities approved the transaction on15 February 2008. Formal court sanction of the Scheme and the related capital reduction werecompleted on 6 March 2008 and the transaction became effective on 7 March 2008. The cancellation of the listing of Tradus shares accordingly took place on 7 March 2008. Settlement of the cash consideration for the Offer is expected on or before 21 March 2008. As regards the trading performance of Tradus, the recently published unauditedinterim management statement for the quarter ended 31 December 2007 reflectsrevenue of GBP20,5 million, a 65% increase compared with the comparable quarterended 31 December 2006. 3. Funding The cash consideration of the Offer, excluding costs, is approximately GBP946million. At the announcement of the Offer, it was indicated that the cashconsideration would be settled from cash resources and bridge funding of GBP700million. In due course the bridge funding would be refinanced by a combinationof cash, debt and equity funding - whichever was appropriate at the time. In view of market conditions, and the level at which Naspers shares aretrading, the board has elected that the Offer be funded entirely by existingcash resources and debt. Accordingly, the bridge funding facility of GBP700million has bee n replaced by a GBP 700 million syndicated three-yearrevolving credit facility (the "RCF"). Agreements in respect of the RCF havebeen finalised on terms which are acceptable to Naspers. Save for the above, there has been no other significant change affecting anymatter contained in the previous announcement and no other significant newmatters have arisen that would have been required to be mentioned in thatearlier announcement. 4. Pro forma financial effects The table below sets out the revised unaudited pro forma financial effects ofthe transaction and is based on the published reviewed results of Naspers forthe six months ended 30 September 2007. The unaudited pro forma financialeffects, for which the Naspers board is responsible, are presented forillustrative purposes only and, due to the uncertainties inherent inforecasting, may not give a fair reflection of the financial position andresults of operations, post the implementation of the transaction. The effect of the change in funding arrangements does not significantly alterthe previously published pro forma financial effects. Before After Acquisition(a) Acquisition(b) Change cents cents %EPSEPS (cents) 422 361 (14)HEPS (cents) 461 400 (13)Fully diluted EPSEPS (cents) 411 352 (14)HEPS (cents) 448 389 (13)Core HEPS (cents) 506 445 (12)NAV per share (cents)(b) 6 257 6 257 -TNAV per share (cents)(b) 5 713 1 918 (66)Net number of sharesin issue ('000) 348 527 348 527 -Weighted average numberof shares in issue ('000) 344 632 344 632 -Fully diluted weightedaverage number of sharesin issue ('000) 354 111 354 111 - Assumptions: (a) The information "Before Acquisition" is based on the published reviewedresults for the six months ended 30 September 2007. (b) The information "After Acquisition" is based on the following assumptions: (i) the acquisition was effective from 1 April 2007 (ii) the funding of the acquisition was as follows: - existing cash resources of approximately R3,7 billion, including estimatedtransaction expenses of approximately R250 million - debt of approximately R9,8 billion at US LIBOR plus 1,75% (4,9%) pre-tax (iii) the average pre-tax interest rate on the cash balance applied was 8% (iv) an effective tax rate of 29% was used (v) the income statement information was converted at R14,22: GBP1, being theaverage rate for the six months ended 30 September 2007 (vi) the balance sheet information was converted at R14,03: GBP1, being theclosing rate on 30 September 2007 (vii) the effect of future hedging transactions have not been taken intoaccount (viii) the NAV and tangible net asset value (TNAV) per ordinary share is basedon the assumption that the transaction was implemented on 30 September 2007. (c) The purchase accounting for the transaction has not yet been completed andthe excess over the NAV of the target was allocated to goodwill. Any increasein the value of intangible assets resulting from the purchase accounting willresult in future amortisation charges in the income statement. This will haveno effect on core headline earnings. (d) The financial information for Tradus was extracted from its unauditedinterim results for the six months ended 30 September 2007. (e) The net interest-bearing debt to equity ratio will approximate 20% afterconclusion of the acquisition. Cape Town7 March 2008 Sponsor InvestecBank LimitedInvestec Bank Limited(Registration number 1969/004763/06) This information is provided by RNS The company news service from the London Stock Exchange