30 Jun 2008 08:00
Naspers Limited
(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")
Disposal of NetMed N.V. and withdrawal of cautionary
1. INTRODUCTION
Shareholders are referred to the announcements published on 15 April 2008, 23
April 2008 and 4 June 2008, Naspers then advised that, following a review of
strategic investment priorities, Myriad International Holdings B.V., an
indirect wholly owned subsidiary of Naspers, had entered into conditional sale
agreements for the disposal of its Greek and Cypriot pay-TV operations
("NetMed") to Forthnet SA ("Forthnet") a leading Greek telecommunications
company (the "transaction"). Naspers has an indirect interest of 87.47% in
NetMed.
2. CONSIDERATION
The agreements place an enterprise value on NetMed of EUR490 million (US$760
million).
3. FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
transaction and is based on the published, audited provisional results of
Naspers for the year ended 31 March 2008.
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.
Assumptions
a) The information "Before Disposal" is based on the published audited
provisional results for the year ended 31 March 2008.
b) The information "After Disposal" is based on the following assumptions:
(i) the disposal was effective from 1 April 2007
(ii) total cash received for the group's 87.47% stake in NetMed was EUR376
million
(iii) cash received from the transaction was applied to the group's revolving
credit facility bearing interest at a rate of US LIBOR plus 1.75% (4.9% pre-
tax)
(iv) no tax effect was assumed on the transaction
(v) income statement information was converted at R10.262 : EUR1, being the
average rate for the year ended 31 March 2008
(vi) balance sheet information was converted at R12.858 : EUR1, being the
closing rate on 31 March 2008
(vii) the profit on sale was based on the consolidated equity value of NetMed
as at 31 March 2008.
c) The NAV and NTAV per ordinary share "After Disposal" is based on the
assumption that the transaction was implemented on 31 March 2008.
Shareholders are cautioned that core headline earnings per share may be a more
appropriate indicator of sustainable performance than earnings per share. For a
definition of `core headline earnings' , we refer shareholders to our annual
financial statements and to the website (www.naspers.com).
4. EFFECTIVE DATE
The effective date of the transaction will be on fulfilment of the conditions
precedent indicated below.
5. CONDITIONS PRECEDENT
The transaction is subject to a number of conditions precedent, inter alia the
approval of the Greek and Cypriot competition authorities and
telecommunications regulator; completion of ForthNet's rights issue and
fulfilment of certain conditions regarding Forthnet's debt financing facility.
6. WITHDRAWAL OF CAUTIONARY
Shareholders are advised that, as a result of the publication of this
announcement, the cautionary announcement is now withdrawn. Shareholders of
Naspers are accordingly no longer required to exercise caution when dealing in
their Naspers shares.
Cape Town
30 June 2008
Sponsor
INVESTEC
Bank Limited
Investec Bank Limited
(Registration number 1969/004763/06)
Contact details:
Mark Sorour
Group Chief Investment Officer
+27 21 406 3008
+27 83 2 500 000
msorour@naspers.com
Basil Sgourdos
GM Business Development Pay TV
MIH
+31 23 556 2869
+31 23 556 2880
basil@mih.com
Steve Pacak
Group Chief Financial Officer Naspers
+27 21 406 3585
+27 83 2 500 006
spacak@naspers.com
Important Information:
This announcement contains forward-looking 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 key factors that could adversely affect our businesses and financial
performance. The company will not undertake 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,
except as required by law or any appropriate regulatory authority.
Investors are cautioned not to place undue reliance on any forward-looking
statements contained herein.
About Naspers:
Naspers is a multinational media company with principal operations in
electronic media (including pay-television, internet and instant-messaging
subscriber platforms and the provision of related technologies) and print media
(including the publishing, distribution and printing of magazines, newspapers
and books). The group creates media content, builds brand names around it, and
manages the platforms distributing the content. Naspers's most significant
operations are located in South Africa, where it generates most of its
revenues, with other operations located elsewhere in sub-Saharan Africa,
China, Russia, central and eastern Europe, the Netherlands, Brazil, the United
States of America and Thailand.