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Change in reporting currency

18 Apr 2016 16:00

RNS Number : 5499V

Naspers Limited

18 April 2016

Naspers Limited

US dollar restated financial information

Market release

April 2016

NASPERS LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1925/001431/06)

Share code: NPN and ISIN: ZAE000015889

LSE ADS code: NPSN and ISIN: US6315121003

("Naspers" or the "group")

CHANGE IN PRESENTATION CURRENCY

Naspers Limited today announced that it will change the presentation currency in its consolidated financial statements from the South African rand (ZAR) to the United States dollar (USD) with effect from the financial year ended on 31 March 2016.

Over the past 100 years, the group has evolved from a single-country newspaper business and early investor in pay television to a video-entertainment leader and global internet and ecommerce group with operations in over 130 countries. Today, more than 70% of revenue measured on an economic interest basis (which includes the group's proportionate share of the revenue of associates and joint ventures) is sourced from outside South Africa.

Coupled with the evolution of the business, the group's shareholder base is now largely comprised of foreign investors to whom financial reporting in ZAR is of limited relevance. Internally, the board also bases its performance evaluation and many investment decisions on USD financial information.

The board therefore believes that USD financial reporting provides more relevant presentation of the group's financial position, funding and treasury functions, financial performance and its cash flows.

It should be noted that the functional currencies of the group's underlying businesses - functional currencies referring to the currencies of the primary economic environments in which underlying businesses operate - remain unchanged and that foreign exchange exposures will therefore be unaffected by the change, albeit that the effects of such exposures will be presented in USD.

Dividends will continue to be declared in ZAR, with the relevant exchange rate announced at the time of the dividend payment.

To assist investors in understanding the change, the group has provided summarised, restated USD financial information for the financial years ended 31 March 2015 and 2014 as well as for the six-month interim periods ended 30 September 2015 and 2014. An analyst presentation with restated information is also available on the group's website www.naspers.com. The summarised, restated information presented, has been prepared in terms of International Financial Reporting Standards (IFRS) and will form the basis of the comparative financial information expected to be included in the consolidated annual financial statements of the group, presented in USD, for the year ended 31 March 2016.

A change in presentation currency represents a change in an accounting policy in terms of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors requiring the restatement of comparative information. In accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, the following methodology was followed in restating historical financial information from ZAR into USD:

· Non-USD assets and liabilities were translated at the relevant closing exchange rate at the end of the reporting period. Non-USD items of income and expenditure and cash flows were translated at actual transaction date exchange rates;

· The foreign currency translation reserve was reset to nil as at 1 April 2006, the date on which the group adopted IFRS, in line with IFRS 1 First-time adoption of International Financial Reporting Standards. Share capital and premium and other reserves, as appropriate, were translated at the historic rates prevailing at the dates of underlying transactions; and

· The effects of translating the group's financial results and financial position into USD were recognised in the foreign currency translation reserve.

Although actual transaction date exchange rates were used to translate previously reported ZAR earnings and cash flows into USD, the group has provided the average exchange rates of its major trading currencies relative to USD as an approximation for these rates for reference in the table below. The closing exchange rates of the group's major trading currencies relative to USD, used when translating the statements of financial position presented in this release into USD, are also detailed in the table below.

	31 March 2015		31 March 2014
	Average rate	Closing rate	Average rate	Closing rate
South African rand	0.0899	0.0824	0.0982	0.0950
Euro	1.2470	1.0743	1.3426	1.3774
Chinese yuan renminbi	0.1614	0.1613	0.1633	0.1609
Brazilian real	0.3997	0.3143	0.4412	0.4433
Polish zloty	0.2984	0.2635	0.3183	0.3304
Russian rouble	0.0215	0.0172	0.0301	0.0284

	30 September 2015		30 September 2014
	Average rate	Closing rate	Average rate	Closing rate
South African rand	0.0789	0.0722	0.0932	0.0884
Euro	1.1121	1.1177	1.3377	1.2624
Chinese yuan renminbi	0.1598	0.1573	0.1614	0.1629
Brazilian real	0.2958	0.2532	0.4400	0.4079
Polish zloty	0.2672	0.2632	0.3201	0.3018
Russian rouble	0.0171	0.0153	0.0277	0.0253

In the interim report for the six months ended 30 September 2015, the group presented pro forma financial information in which the effects of foreign currency and acquisitions and disposals on the group's results were illustrated. The previously reported pro forma financial information was presented based on ZAR financial results reported for the period ended 30 September 2015. The group has presented equivalent pro forma financial information in note 9 of this release, appropriately adjusted to reflect the effects of foreign currency and acquisitions and disposal on its USD results for the respective periods ended 31 March 2015 and 30 September 2015. The group plans to present similar pro forma financial information regarding its results for the year ended 31 March 2016.

About Naspers

Founded in 1915, Naspers is a global internet and entertainment group and one of the largest technology investors in the world. Operating in more than 130 countries and markets with long-term growth potential, Naspers builds leading companies that empower people and enrich communities. It runs some of the world's leading platforms in internet, video entertainment, and media.

Naspers companies connect people to each other and the wider world, help people live their daily lives, and entertain audiences with the best of local and global content. Every day, hundreds of millions of people use the products and services of companies that Naspers has invested in, acquired and built including Allegro, Avito, eMAG, Flipkart, letgo, Mail.Ru (LSE: MAIL), Movile, MultiChoice, OLX, PayU, ShowMax, SimilarWeb, and Tencent (SEHK: 00700).

Naspers is listed on the Johannesburg Stock Exchange (NPN.SJ) and has an ADR listing on the London Stock Exchange (LSE: NPSN). For more information, visit www.naspers.com.

Summarised consolidated income statement
						Year ended					Six months ended
						31 March					30 September
						2015		2014			2015		2014
						Restated		Restated			Restated		Restated
				Note		USD'm		USD'm			USD'm		USD'm


Revenue						6 569		6 154			2 983		3 200
Cost of providing services and sale of goods						(3 824)		(3 475)			(1 644)		(1 743)
Selling, general and administration expenses						(2 525)		(2 341)			(1 133)		(1 234)
Other gains/(losses) - net						( 59)		( 129)			( 139)		( 11)

Operating profit						161		209			67		212

Interest received				2		45		59			21		19
Interest paid				2		( 247)		( 240)			( 137)		( 124)
Other finance income/(costs) - net				2		( 49)		( 25)			( 40)		( 7)
Share of equity-accounted results				3		1 475		1 058			635		910

- excluding net gain resulting from remeasurements*						977		773			517		488
- net gain resulting from remeasurements*						498		285			118		422

Impairment of equity-accounted investments						( 39)		( 117)			( 1)		-
Dilution gains/(losses) on equity-accounted investments						113		( 86)			129		( 7)
Gains on acquisitions and disposals						139		75			108		11
						-		-
Profit before taxation				4		1 598		933			782		1 014

Taxation						( 338)		( 285)			( 146)		( 164)

Profit for the period						1 260		648			636		850

Attributable to:
Equity holders of the group						1 257		571			610		819
Non-controlling interest						3		77			26		31

						1 260		648			636		850

Core headline earnings for the period (USD'm)				1		1 030		853			696		571
Core headline earnings per N ordinary share (cents)						255		216			169		144
Fully diluted core headline earnings per N ordinary share (cents)						249		210			166		140
Headline earnings for the period (USD'm)				1		674		594			468		423
Headline earnings per N ordinary share (cents)						167		150			114		106
Fully diluted headline earnings per N ordinary share (cents)						161		146			111		103
Earnings per N ordinary share (cents)						311		145			148		206
Fully diluted earnings per N ordinary share (cents)						305		141			145		200
Net number of shares issued ('000)
- At period end						411 998		397 625			412 555		409 527
- Weighted average for the period						403 576		395 078			411 998		397 625
- Fully diluted weighted average						405 171		405 469			413 746		409 078
* Remeasurements refer to business combination-related gains and losses and disposals of investments.
Summarised consolidated statement of comprehensive income
	Year ended						Six months ended
	31 March						30 September
	2015		2014				2015			2014
	Restated		Restated				Restated			Restated
	USD'm		USD'm				USD'm			USD'm


Profit for the period	1 260		648				636			850
Total other comprehensive income, net of tax, for the period	(1 164)		( 117)				( 226)			( 281)

Translation of foreign operations	(1 290)		( 295)				( 497)			( 387)
Net fair-value (losses)/gains	( 2)		-				1			-
Cash flow hedges	34		( 14)				44			12
Share of other comprehensive income and reserves of equity-accounted investments
	101		187				230			96
Tax on other comprehensive income	( 7)		5				( 4)			( 2)


Total comprehensive income for the period	96		531				410			569


Attributable to:
Equity holders of the group	123		482				424			560
Non-controlling interest	( 27)		49				( 14)			9

	96		531				410			569


The following amounts of other comprehensive income that have been included in the line items presented above, will not be reclassified to profit or loss in subsequent reporting periods:

	Year ended						Six months ended
	31 March						30 September
	2015		2014				2015			2014
	Restated		Restated				Restated			Restated
	USD'm		USD'm				USD'm			USD'm

Share of other comprehensive income and reserves of equity-accounted investments	113		58				58			54
Net fair value (losses)/gains	( 2)		-				1			-

	111		58				59			54


Summarised consolidated statement of changes in equity		Year ended							Six months ended
		31 March							30 September
		2015			2014				2015			2014
		Restated			Restated				Restated			Restated
		USD'm			USD'm				USD'm			USD'm


Balance at the beginning of the period		6 477			6 048				6 903			6 477
Changes in share capital and premium
Movement in treasury shares		94			( 3)				( 57)			160
Share capital and premium issued		310			125				57			21
Changes in reserves
Total comprehensive income for the period		123			482				424			560
Movement in share-based compensation reserve		65			45				29			31
Movement in existing control business combination reserve		( 86)			( 34)				( 10)			( 20)
Movement in valuation reserve		31			-				-			-
Direct retained earnings movements		( 11)			( 1)				-			-
Dividends paid to Naspers shareholders		( 160)			( 151)				( 139)			( 160)
Changes in non-controlling interest
Total comprehensive income for the period		( 27)			49				( 14)			9
Dividends paid to non-controlling shareholders		( 128)			( 111)				( 110)			( 113)
Movement in non-controlling interest in reserves		215			28				94			36
		-			-
Balance at the end of the period		6 903			6 477				7 177			7 001

Comprising:
Share capital and premium		2 733			2 329				2 733			2 510
Retained earnings		5 277			4 191				5 748			4 850
Share-based compensation reserve		724			566				811			633
Existing control business combination reserve		( 193)			( 127)				( 203)			( 129)
Hedging reserve		( 2)			( 25)				35			( 16)
Valuation reserve		421			404				593			446
Foreign currency translation reserve		(2 312)			(1 056)				(2 765)			(1 420)
Non-controlling interest		255			195				225			127

Total		6 903			6 477				7 177			7 001

Summarised consolidated statement of financial position
			31 March				30 September
			2015		2014		2015		2014
			Restated		Restated		Restated		Restated
		Note	USD'm		USD'm		USD'm		USD'm


Assets
Non-current assets			10 236		9 515		10 458		10 317

Property, plant and equipment			1 425		1 619		1 268		1 528
Goodwill		5	1 891		2 451		1 579		2 293
Other intangible assets			451		541		398		510
Investments in associates		6	6 058		4 535		6 755		5 666
Investments in joint ventures		6	228		164		293		152
Other investments and loans		6	78		113		67		66
Derivative financial instruments			8		-		9		3
Deferred taxation			97		92		89		99

Current assets			2 700		2 698		2 787		3 230
Inventory			262		274		223		372
Programme and film rights			154		188		321		350
Trade receivables			398		460		405		441
Other receivables and loans			438		458		440		929
Derivative financial instruments			37		20		78		19
Cash and cash equivalents			1 226		1 298		1 003		1 067
			2 515		2 698		2 470		3 178
Assets classified as held for sale		8	185		-		317		52

Total assets			12 936		12 213		13 245		13 547

Equity and liabilities
Share capital and reserves			6 648		6 282		6 952		6 874

Share capital and premium			2 733		2 329		2 733		2 510
Other reserves			(1 362)		( 238)		(1 529)		( 486)
Retained earnings			5 277		4 191		5 748		4 850

Non-controlling shareholders' interest			255		195		225		127

Total equity			6 903		6 477		7 177		7 001

Non-current liabilities			3 852		3 471		3 920		3 718

Capitalised finance leases			617		643		591		621
Liabilities - interest bearing			3 057		2 601		3 190		2 904
- non-interest bearing			25		43		18		40
Post-employment medical liability			17		17		14		16
Derivative financial instruments			12		35		11		28
Deferred taxation			124		132		96		109

Current liabilities			2 181		2 265		2 148		2 828
Current portion of long-term debt			354		250		208		250
Trade payables			448		505		528		570
Accrued expenses and other current liabilities			1 295		1 327		1 243		1 818
Derivative financial instruments			47		80		50		74
Bank overdrafts and call loans			26		103		17		115
			2 170		2 265		2 046		2 827
Liabilities classified as held for sale		8	11		-		102		1


Total equity and liabilities			12 936		12 213		13 245		13 547

	Summarised consolidated statement of cash flows
				Year ended			Six months ended
				31 March			30 September
				2015		2014	2015	2014
				Restated		Restated	Restated	Restated
				USD'm		USD'm	USD'm	USD'm


	Cash flows from operating activities
	Cash generated from operating activities			574		737	269	228
	Interest income received			46		71	23	21
	Dividends received from investments and equity-accounted companies			100		83	147	99
	Interest costs paid			( 227)		( 226)	( 106)	( 107)
	Taxation paid			( 334)		( 322)	( 152)	( 187)

	Net cash generated from operating activities			159		343	181	54


	Cash flows from investing activities
	Acquisitions and disposals of tangible and intangible assets			( 292)		( 436)	( 102)	( 134)
	Acquisitions and disposals of subsidiaries, associates and joint ventures			( 248)		( 441)	51	( 313)
	Cash movement in other investments and loans			( 12)		85	( 20)	28

	Net cash utilised in investing activities			( 552)		( 792)	( 71)	( 419)


	Cash flows from financing activities
	Proceeds from long- and short-term loans raised			805		1 368	1 517	375
	Repayments of long- and short-term loans			( 204)		( 987)	(1 499)	( 92)
	Inflow/(outflow) from share-based compensation transactions			171		151	( 6)	178
	Dividends paid by the holding company and its subsidiaries			( 274)		( 262)	( 249)	( 261)
	Other movements resulting from financing activities			53		( 62)	5	( 31)

	Net cash generated from/(utilised in) financing activities			551		208	( 232)	169


	Net movement in cash and cash equivalents			158		( 241)	( 122)	( 196)
	Foreign exchange translation adjustments			( 149)		( 105)	( 90)	( 47)
	Cash and cash equivalents at the beginning of the period			1 195		1 541	1 200	1 195
	Cash and cash equivalents classified as held for sale			( 4)		-	( 2)	-
				-		-
	Cash and cash equivalents at the end of the period			1 200		1 195	986	952

	Revenue			EBITDA1			Trading profit
Segmental review	Year ended 31 March			Year ended 31 March			Year ended 31 March
	2015	2014	%	2015	2014	%	2015	2014	%
	USD'm	USD'm	change	USD'm	USD'm	change	USD'm	USD'm	change


Internet	6 999	5 573	26	1 394	843	65	1 177	658	79

- Tencent	4 297	3 351	28	1 782	1 199	49	1 616	1 059	53
- Mail.ru	210	236	(11)	114	126	( 10)	104	115	( 10)
- Ecommerce	2 492	1 986	25	( 502)	( 482)	(4)	( 543)	( 516)	(5)

Video entertainment	3 830	3 582	7	920	1 023	( 10)	732	841	( 13)
Print media2	762	829	( 8)	52	84	( 38)	22	53	( 58)
Corporate services	5	1	400	( 30)	( 16)	(88)	( 30)	( 16)	(88)
Intersegmental	( 55)	( 66)	17	-	-		-	-

Economic interest	11 541	9 919	16	2 336	1 934	21	1 901	1 536	24
less: Equity-accounted investments	(4 972)	(3 765)	(32)	(1 786)	(1 297)	(38)	(1 603)	(1 142)	(40)

Consolidated	6 569	6 154	7	550	637	( 14)	298	394	( 24)

1 EBITDA refers to earnings before interest, taxation, depreciation and amortisation.
2 The results of the group's associate Abril S.A. ('Abril') have been excluded from the segmental review for all periods presented.
	Revenue			EBITDA1			Trading profit
Segmental review	Six months ended 30 September			Six months ended 30 September			Six months ended 30 September
	2015	2014	%	2015	2014	%	2015	2014	%
	USD'm	USD'm	change	USD'm	USD'm	change	USD'm	USD'm	change


Internet	3 763	3 336	13	916	711	29	805	604	33

- Tencent	2 461	2 082	18	1 150	850	35	1 065	768	39
- Mail.ru	92	122	( 25)	42	67	( 37)	36	61	( 41)
- Ecommerce	1 210	1 132	7	( 276)	( 206)	( 34)	( 296)	( 225)	( 32)

Video entertainment	1 790	1 889	( 5)	492	559	( 12)	399	463	( 14)
Print media2	325	380	( 14)	28	24	17	16	8	100
Corporate services	-	5	( 100)	( 6)	( 8)	25	( 6)	( 9)	33
Intersegmental	( 17)	( 30)	43	-	-		-	-

Economic interest	5 861	5 580	5	1 430	1 286	11	1 214	1 066	14
less: Equity-accounted investments	(2 878)	(2 380)	(21)	(1 080)	( 895)	(21)	( 982)	( 803)	( 22)

Consolidated	2 983	3 200	( 7)	350	391	( 10)	232	263	( 12)

1 EBITDA refers to earnings before interest, taxation, depreciation and amortisation.
2 The results of the group's associate Abril S.A. ('Abril') have been excluded from the segmental review for all periods presented.

	Reconciliation of trading profit to operating profit
															Year ended																	Six months ended
															31 March																	30 September
															2015									2014								2015				2014
															USD'm									USD'm								USD'm				USD'm


	Trading profit														298									394								232				263
	Finance cost on transponder leases and merchant finance														34									35								16				17
	Amortisation of other intangible assets														( 68)									( 70)								( 29)				( 34)
	Other gains/(losses) - net														( 59)									( 129)								( 139)				( 11)
	Retention option expense														( 14)									( 13)								( 2)				( 12)
	Equity-settled share-based payment expenses														( 30)									( 8)								( 11)				( 11)

	Operating profit														161									209								67				212

	Note: For a reconciliation of operating profit to profit before taxation, refer to the summarised consolidated income statement.
1.	Calculation of headline and core headline earnings
								Year ended																		Six months ended
								31 March																		30 September
								2015									2014									2015								2014
								USD'm									USD'm									USD'm								USD'm


	Net profit attributable to equity holders of the group							1 257									571									610								819
	Adjusted for:
	- insurance proceeds							( 2)									-									( 1)								-
	- impairment of property, plant and equipment and other assets							44									10									-								13
	- impairment of goodwill and other intangible assets							15									144									140								2
	- profit on sale of property, plant and equipment and intangible assets							-									( 6)									-								-
	- gains on acquisitions and disposals of investments							( 150)									( 5)									( 88)								( 10)
	- remeasurement of previously held interest							( 3)									( 69)									( 24)								( 3)
	- dilution (gains)/losses on equity-accounted investments							( 113)									86									( 129)								7
	- remeasurements included in equity-accounted earnings							( 396)									( 240)									( 45)								( 403)
	- impairment of equity-accounted investments							39									117									1								-
								691									608									464								425
	Total tax effects of adjustments							( 9)									( 8)									5								-
	Total adjustment for non-controlling interest							( 8)									( 6)									( 1)								( 2)

	Headline earnings							674									594									468								423

	Adjusted for:
	- equity-settled share-based payment expenses							136									109									88								56
	- reversal/(recognition) of deferred tax assets							20									6									( 1)								-
	- amortisation of other intangible assets							150									136									98								68
	- fair-value adjustments and currency translation differences							26									( 4)									36								12
	- retention option expense							12									13									2								10
	- business combination losses/(gains)							12									( 1)									5								2

	Core headline earnings							1 030									853									696								571

	The diluted earnings, headline earnings and core headline earnings per share figures presented on the face of the income statement include a decrease of USD20m for the year ended 31 March 2015 (2014: USDnil) and a decrease of USD8m for the six months ended 30 September 2015 (2014: USDnil) relating to the future dilutive impact of potential ordinary shares issued by equity-accounted investees.
2.	Interest received/(paid)
									Year ended													Six months ended
									31 March													30 September
									2015						2014							2015							2014
									USD'm						USD'm							USD'm							USD'm


	Interest received								45						59							21							19

	- loans and bank accounts								39						45							19							16
	- other								6						14							2							3

	Interest paid								( 247)						( 240)							( 137)							( 124)

	- loans and overdrafts								( 182)						( 167)							( 109)							( 91)
	- transponder leases								( 34)						( 35)							( 16)							( 17)
	- other								( 31)						( 38)							( 12)							( 16)

	Other finance income/(cost) - net								( 49)						( 25)							( 40)							( 7)

	- net foreign exchange differences and fair-value adjustments on derivatives								( 53)						( 33)							( 41)							( 10)
	- preference dividends received								4						8							1							3

3.	Equity-accounted results
	The group's equity-accounted investments contributed to the financial results as follows:
					Year ended																Six months ended
					31 March																30 September
					2015								2014								2015									2014
					USD'm								USD'm								USD'm									USD'm


	Share of equity-accounted results				1 475								1 058								635									910
	- sale of assets				3								( 2)								2									-
	- disposal of investments				( 498)								( 285)								( 118)									( 422)
	- impairment of investments				98								51								76									22

	Contribution to headline earnings				1 078								822								595									510
	- amortisation of other intangible assets				101								88								78									44
	- equity-settled share-based payment expenses				106								96								77									43
	- fair-value adjustments and currency translation differences				( 10)								( 18)								4									7
	- reversal of deferred tax assets				-								3								-									-

	Contribution to core headline earnings				1 275								991								754									604

	Tencent				1 316								951								854									581
	Mail.ru				90								89								23									48
	Other				( 131)								( 49)								( 123)									( 25)

4.	Profit before taxation
	In addition to the items already detailed, profit before taxation has been determined after taking into account, inter alia, the following:

							Year ended																		Six months ended
							31 March																		30 September
							2015									2014									2015								2014
							USD'm									USD'm									USD'm								USD'm


	Depreciation of property, plant and equipment						198									191									93								102
	Amortisation						88									88									40								44

	- other intangible assets						68									70									29								34
	- software						20									18									11								10


	Other gains/(losses) - net						( 59)									( 129)									( 139)								( 11)

	- profit on sale of property, plant and equipment and other intangible assets						-									6									-								-
	- impairment of goodwill and other intangible assets						( 15)									( 144)									( 140)								( 2)
	- impairment of property, plant and equipment and other assets						( 44)									( 10)									-								( 13)
	- insurance proceeds						2									-									1								-
	- fair-value adjustments on financial instruments						( 2)									19									-								4

	Gains on acquisitions and disposals						139									75									108								11

	- gain on sale of investments						68									5									88								10
	- gains recognised on loss of control transactions						82									-									-								-
	- remeasurement of earn-out obligations						2									5									( 1)								-
	- acquisition-related costs						( 16)									( 4)									( 3)								( 2)
	- remeasurement of previously held interest						3									69									24								3

5.	Goodwill
	Goodwill is subject to an annual impairment assessment. Movements in the group's goodwill for the periods presented, are detailed below:

			Year ended																Six months ended
			31 March																30 September
			2015							2014									2015									2014
			USD'm							USD'm									USD'm									USD'm


	Goodwill
	- cost		2 792							2 607									2 170									2 792
	- accumulated impairment		( 341)							( 269)									( 279)									( 341)

	Opening balance		2 451							2 338									1 891									2 451

	- foreign currency translation effects		( 441)							10									( 82)									( 181)
	- acquisitions of subsidiaries and businesses		105							201									65									40
	- disposals of subsidiaries and businesses		( 84)							( 2)									-									( 16)
	- transferred to assets classified as held for sale		( 138)							-									( 155)									-
	- impairment		( 2)							( 96)									( 140)									( 1)

	Closing balance		1 891							2 451									1 579									2 293

	- cost		2 170							2 792									1 974									2 612
	- accumulated impairment		( 279)							( 341)									( 395)									( 319)
6.	Investments and loans
	The following relates to the group's investments and loans as at the end of the respective periods presented:
		Year ended										Six months ended
		31 March										30 September
		2015		2014								2015								2014
		USD'm		USD'm								USD'm								USD'm


	Investments and loans	6 364		4 812								7 115								5 884
	- listed investments	5 291		4 196								5 915								5 042
	- unlisted investments and loans	1 073		616								1 200								842



7.	Commitments
	Commitments relate to amounts for which the group has contracted, but that have not yet been recognised as obligations in the statement of financial position.

						Year ended																	Six months ended
						31 March																	30 September
						2015								2014									2015								2014
						USD'm								USD'm									USD'm								USD'm


	Commitments					2 785								2 128									3 692								2 737
	- capital expenditure					41								70									54								38
	- programme and film rights					1 517								1 681									2 318								1 462
	- network and other service commitments					141								145									234								130
	- transponder leases					909								40									896								924
	- operating lease commitments					124								134									128								128
	- set-top box commitments					53								58									62								55


8.	Disposal groups classified as held for sale
											Year ended																Six months ended
											31 March																30 September
											2015							2014									2015								2014
											USD'm							USD'm									USD'm								USD'm


	Assets										185							-									317								52
	Property, plant and equipment										8							-									23								38
	Goodwill and other intangible assets										156							-									210								-
	Inventory										2							-									44								-
	Trade and other receivables										9							-									24								14
	Deferred taxation										6							-									2								-
	Cash and cash equivalents										4							-									14								-

	Liabilities										11							-									102								1
	Trade payables										2							-									47								-
	Accrued expenses and other current liabilities										6							-									23								1
	Borrowings and other long-term liabilities										-							-									11								-
	Deferred taxation										3							-									10								-
	Bank overdraft										-							-									11								-

9. Pro forma financial information

The group has presented certain revenue and trading profit metrics on a constant currency, organic basis ('the pro forma financial information') in the tables below. The pro forma financial information is the responsibility of the board of directors ('the board') of Naspers Limited and is presented for illustrative purposes. Information presented on a pro forma basis has been extracted from the group's management accounts, the quality of which the board is satisfied with.

Shareholders are advised that, due to the nature of the pro forma financial information and the fact that it has been extracted from the group's management accounts, it may not fairly present the group's financial position, changes in equity, results of operations or cash flows.

The pro forma financial information has been prepared to illustrate the impact of changes in foreign exchange rates and changes in the composition of the group on its results for the periods ended 31 March 2015 and 30 September 2015, respectively. The following methodology was applied in calculating the pro forma financial information:

1. Foreign exchange/constant currency adjustments have been calculated by adjusting the current period's results to the prior period's average foreign exchange rates, determined as the average of the monthly exchange rates for that period. The organic pro forma financial information quoted is calculated as the constant currency results, arrived at using the methodology outlined above, compared to the prior period's actual IFRS results. The relevant average exchange rates used for the group's most significant trading currencies are listed in the introductory commentary to this release.

2. Adjustments made for changes in the composition of the group relate to acquisitions and disposals of subsidiaries and equity-accounted investments, as well as to changes in the group's shareholding in its equity-accounted investments. The following significant changes in the composition of the group during the respective reporting periods have been adjusted for in arriving at the pro forma financial information:

Period ended 31 March 2015

Transaction	Basis of accounting	Reportable segment	Acquisition/Disposal
Acquisition of the group's controlling interest in redBus	Subsidiary	Ecommerce	Acquisition
Acquisition of the group's additional interest in Flipkart Limited	Associate	Ecommerce	Acquisition
Acquisition of the group's additional interest in Souq Group Limited	Joint venture	Ecommerce	Acquisition
Acquisition of the group's interest in Neralona Investments Limited (eSky.ru)	Associate	Ecommerce	Acquisition
Acquisition of the group's controlling interest in Dubizzle Limited	Subsidiary	Ecommerce	Acquisition
Disposal of Kalahari.com	Subsidiary	Ecommerce	Disposal
Acquisition of the group's interest in SimilarWeb Limited	Associate	Ecommerce	Acquisition
Disposal by Tencent of its ecommerce businesses to JD.com	Associate	Internet	Disposal

The net adjustment made for all acquisitions and disposals that took place during the year ended 31 March 2015 amounted to a negative adjustment of USD288m on revenue and a positive adjustment of USD3m on trading profit.

9. Pro forma financial information (continued)

Period ended 30 September 2015

Transaction	Basis of accounting	Reportable segment	Acquisition/Disposal
Disposal by Tencent of its ecommerce businesses to JD.com	Associate	Internet	Disposal
Acquisition by Mail.ru of a controlling interest in VK.com	Associate	Internet	Acquisition
Dilutions of the group's interest in Flipkart and Souq	Associate and joint venture respectively	Ecommerce	Disposal
Acquisition of the group's interest in Takealot	Associate	Ecommerce	Acquisition
Disposal of Kalahari.com	Subsidiary	Ecommerce	Disposal
Disposal of Ricardo	Subsidiary	Ecommerce	Disposal
Disposal of 7Pixel S.r.l.	Subsidiary	Ecommerce	Disposal
Acquisition of control over iFood, Apontador, MapLink and other smaller subsidiaries within the Movile group	Subsidiary	Ecommerce	Acquisition
Effects of entering into joint classifieds business activities in Brazil, Indonesia, Bangladesh, Thailand and the Philippines with Schibsted ASA Media Group, Telenor Holdings ASA and Singapore Press Holdings Limited	Associates and joint ventures	Ecommerce	Acquisitions

The net adjustment made for all acquisitions and disposals that took place during the period ended 30 September 2015 amounted to a negative adjustment of USD209m on revenue and a positive adjustment of USD24m on trading profit.

An assurance report issued in respect of the pro forma financial information, by the group's external auditor, is available at the registered office of the company.

9. Pro forma financial information (continued)

	The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the constant currency, organic financial information are presented in the table below:


		Period ended
		31 March
		2014	2015	2015	2015	2015	2015	2015
		A	B	C	D	E 2	F 3	G 4
		IFRS	Foreign currency adjustment	Group composition adjustment	Organic	IFRS	Organic	IFRS
		USD'm	USD'm	USD'm	USD'm	USD'm	% change	% change


	Revenue 1
	Internet	5 573	( 306)	( 303)	2 035	6 999	37	26

	- Tencent	3 351	( 50)	( 338)	1 334	4 297	40	28
	- Mail.ru	236	( 71)	6	39	210	17	(11)
	- Ecommerce	1 986	( 185)	29	662	2 492	33	25

	Video entertainment	3 582	( 317)	-	565	3 830	16	7
	Print media	829	( 70)	15	( 12)	762	(1)	(8)
	Corporate services	1	-	-	4	5	400	400
	Intersegmental	( 66)	-	-	11	( 55)	17	17

	Economic interest	9 919	( 693)	( 288)	2 603	11 541	26	16


	Trading profit 1
	Internet	658	( 31)	3	547	1 177	83	79
							-	-
	- Tencent	1 059	( 18)	( 7)	582	1 616	55	53
	- Mail.ru	115	( 34)	2	21	104	18	(10)
	- Ecommerce	( 516)	21	8	( 56)	( 543)	(11)	(5)
							-	-
	Video entertainment	841	( 29)	-	( 80)	732	(10)	(13)
	Print media	53	( 2)	-	( 29)	22	(55)	(58)
	Corporate services	( 16)	3	-	( 17)	( 30)	(106)	(88)

	Economic interest	1 536	( 59)	3	421	1 901	27	24


	Notes
	1 All figures are presented on an economic interest basis.
	2 A + B + C + D
	3 D/A x 100
	4 [(E/A) - 1] x 100
9. Pro forma financial information (continued)

	The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the constant currency, organic financial information are presented in the table below:


		Period ended
		30 September
		2014	2015	2015	2015	2015	2015	2015
		A	B	C	D	E 2	F 3	G 4
		IFRS	Foreign currency adjustment	Group composition adjustment	Organic	IFRS	Organic	IFRS
		USD'm	USD'm	USD'm	USD'm	USD'm	% change	% change


	Revenue 1
	Internet	3 336	( 304)	( 212)	943	3 763	28	13

	- Tencent	2 082	( 25)	( 222)	626	2 461	30	18
	- Mail.ru	122	( 56)	20	6	92	5	(25)
	- Ecommerce	1 132	( 223)	( 10)	311	1 210	27	7

	Video entertainment	1 889	( 263)	-	164	1 790	9	(5)
	Print media	380	( 58)	3	-	325	-	(14)
	Corporate services	5	-	-	( 5)	-	(100)	(100)
	Intersegmental	( 30)	2	-	11	( 17)	37	43

	Economic interest	5 580	( 623)	( 209)	1 113	5 861	20	5


	Trading profit 1
	Internet	604	( 20)	24	197	805	33	33

	- Tencent	768	( 10)	( 5)	312	1 065	41	39
	- Mail.ru	61	( 22)	9	( 12)	36	(20)	(41)
	- Ecommerce	( 225)	12	20	( 103)	( 296)	(46)	(32)

	Video entertainment	463	( 61)	-	( 3)	399	(1)	(14)
	Print media	8	( 2)	-	10	16	124	100
	Corporate services	( 9)	5	-	( 2)	( 6)	(23)	33

	Economic interest	1 066	( 78)	24	202	1 214	19	14


	Notes
	1 All figures are presented on an economic interest basis.
	2 A + B + C + D
	3 D/A x 100
	4 [(E/A) - 1] x 100

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCSFMFLAFMSEDL

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16th Aug 2021	7:00 am	RNS	Capital Restructure and Exchange Offer Results

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