NPSN.L Regulatory News (NPSN)

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.