29 Jun 2015 17:00
NASPERS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1925/001431/06) ("Naspers")
JSE share code: NPN ISIN: ZAE000015889
LSE share code: NPSN ISIN: US 6315121003
Provisional report
Summary of the audited consolidated
results of the Naspers group
for the year ended 31 March 2015
Commentary
Naspers made progress across its video-entertainment (previously
"pay television") and internet platforms. We strengthened our position
in several markets through incremental investments in people,
technology, content and marketing - allowing growth ahead of our
competitors. Core headline earnings, a measure the board considers
a reliable indicator of sustainable operating performance, grew 30%.
Some R10,7bn was invested in development spend in growing the
business. This is a 33% increase on the prior year.
The classifieds and etail businesses saw strong growth. We continue
to invest in these formats as they are gaining market share globally.
The smartphone is becoming the primary internet device in many of our
markets, and we are dedicating considerable resources to advancing
our mobile products.
The video-entertainment business made solid progress with the total
base closing at some 10,2m households across Africa. This comprises
2,2m digital terrestrial television (DTT) subscribers and almost 8m
direct-to-home (DTH) satellite service subscribers.
FINANCIAL REVIEW
On an economic-interest basis, revenue grew 26% during the year,
driven by solid growth in the internet, ecommerce and video-
entertainment segments.
The increase in development spend is mainly attributable to the
ecommerce and video-entertainment segments, including increased
shareholdings in equity-accounted ecommerce investments Souq,
Konga and Flipkart, plus continued investment in DTT in the video-
entertainment segment. Given ongoing delays in analogue switch offs,
we decided to invest incrementally in the second half of the year to
continue to drive DTT growth, which resulted in 1,4m African homes
being added to the base, to close the year at 2,2m subscribers.
Listed internet investments Tencent and Mail.ru were the main
contributors to the group's share of equity-accounted results increasing
to R16,4bn (2014: R10,8bn). Tencent produced strong results as it
continues on its growth path. Our share of equity-accounted earnings
includes once-off gains on the remeasurement of Mail.ru's interest
in VK.com, the sale of Mail.ru's shares in Qiwi amounting to R3,9bn,
as well as R1,7bn representing our share of gains realised by Tencent
on the sale of certain investments and on the dilution of Tencent's
interest in Kakao Corporation following a merger. A net once-off
gain of R1,5bn was recognised mainly relating to dilution of our
shareholding in Flipkart. Impairment losses of R478m were
booked on underperforming equity-accounted investments
in the ecommerce segment.
Core headline earnings grew 30% to R11,2bn (2014: R8,6bn), mainly
due to increased earnings contributions from Tencent and some
of the profitable ecommerce businesses.
Impairment losses of R684m were recognised mainly relating
to broadcasting equipment and intangible assets.
Net interest incurred on borrowings amounted to R1,6bn
(2014: R1,3bn), on the back of the rand depreciating against the
USdollar and drawdowns on existing credit facilities to fund
acquisitions and development spend. Consolidated net gearing stood
at 30% at 31 March, excluding transponder leases and non-interest-
bearing liabilities.
Increased development spend, plus capital expenditure to build
our DTT footprint and TV production facilities in East and West Africa,
resulted in free cash outflow of R515m (2014: outflow of R349m).
Tax payments were up 16% year on year, as a result of profits
in the video-entertainment segment and some profitable
ecommerce businesses.
SEGMENTAL REVIEW
This segmental review includes consolidated subsidiaries, plus a
proportionate consolidation of associated companies and joint ventures.
Internet
The group's internet businesses continue to show lively growth.
Segment revenues increased 37% to R78bn (2014: R57bn). Trading
profits grew 96% to R13bn (2014: R6,6bn), mainly attributable to
the operating performance of Tencent and some of the profitable
ecommerce businesses.
Tencent
The transition of internet usage from desktop to mobile continues
at a rapid rate. In China, mobile internet users now account for 85%
of total internet users. Tencent has seen strong growth in its Weixin
mobile-communication, social and commerce platform, mobile games,
and mobile video. Tencent continued to expand its partnerships with
a series of investments in leading vertical players such as Dianping
(local restaurant and services search), 58.com (online classifieds),
as well as BitAuto and Leju (auto and real estate verticals) and JD.com
(first-party ecommerce).
Revenues for the year grew 31% to RMB78,9bn, with non-GAAP
profit attributable to shareholders (Tencent's measure of normalised
performance) up 43% to RMB24,2bn. Online advertising delivered strong
growth of 65%. More information on Tencent's results is available at
www.tencent.com/en-us/ir. Tencent's excellent performance contributed
R14,6bn (2014: R9,7bn) to core headline earnings.
Mail.ru
Mail.ru fared well in a rather turbulent geopolitical environment.
It integrated VK.com following the acquisition of the remaining 48%
it did not own. Mail.ru has since launched a mobile advertising
platform to capitalise on increased mobile activity among its users.
Revenues for the year to December 2014 increased 15% year on year
to RUB35,8bn, with aggregate net profit up 11% to RUB12,5bn. Profit was
boosted by non-recurring gains on the acquisition of minorities
in VK.com.
With significant weakening of the rouble against most currencies,
Mail.ru's contribution to segment revenues and trading profit is rather flat
compared to last year, although up in rouble terms.
Ecommerce
Our ecommerce segment is growing rapidly. Revenues are up 36% to
R27,8bn (2014: R20,4bn). Given the different stages of maturity and
nature of the various ecommerce models, retail and marketplaces
currently generate the bulk of revenues. We wish to deliver superior
customer experiences in order to grow ahead of our competitors and
expand the market. This has implications for development spend,
which totalled R8bn, leading to a 14% increase in trading loss to R6,1bn
(2014: R5,3bn).
The businesses are now organised by functional lines. This makes us
more agile to move faster and build scale rapidly. In addition, businesses
are better able to share knowledge, technology and expertise. Execution
is strengthening throughout the group and the focus is on customer
satisfaction, engagement and retention.
We stepped up focus on 40 classifieds markets globally, all showing
good user and listings growth. A number of agreements were concluded
with Schibsted ASA Media Group, Telenor Holdings ASA and Singapore
Press Holdings Limited, covering classifieds assets in Latin America,
Southeast Asia and Eastern Europe. This should improve both our
service to consumers and the outlook of our classifieds platforms in
these regions.
The group has leading positions in some 20 markets. In March 2015 our
main brand, OLX, served 240m active users worldwide and garnered
34m visits per day on average, a growth of 33% year on year. Globally
about 54% of traffic comes from mobile and, in some markets, it is more
than 80%.
The etail businesses are expanding at a rapid pace, with revenues - on
an economic-interest basis - increasing 54% year on year. Meaningful
increases in organic traffic have been experienced in most of our
markets. To improve the customer experience, and to scale faster,
we merged Agito (etail business in Poland) and eMAG (regional etail
platform in Central and Eastern Europe). In South Africa, Kalahari and
Takealot merged to create a viable consumer destination in a smaller
market and bring a greater selection of products and higher quality
customer service to a previously underserved market. Our equity-
accounted etail investments Flipkart in India, Souq in the Middle East
and North Africa, and Konga in Nigeria all experienced rapid growth.
However, these markets are highly competitive and have absorbed
significant investments by competitors during the year. We are focused
on creating scale, expanding geographically, building delivery capabilities
and bringing etail experiences to markets where these services
previously did not exist.
Our payment solutions are differentiated by offering a broad range of
local payment options to customers and good conversion on sales for
merchants. We strengthened talent across the business. Five existing
regional payment businesses are being transformed into one global
company with a single brand and common supporting infrastructure -
PayU. This is similar to the way in which the classifieds businesses were
scaled. We believe it should help consumer conversion and uptake from
merchants.
Allegro, the group's largest marketplace business, is improving topline
growth. Scale advantages of this platform benefit EBITDA margins.
Allegro is building a business-to-consumer destination that delights
its customers and has growth potential. Investments are being made
in mobile.
The ibibo Group increased market share significantly in the Indian
online travel agents' market and is delivering significant growth on
mobile. redBus, the leading Indian bus vertical site, deployed new
mobile products and continues to innovate. ibibo's hotels offering is
being rolled out. Movile, in Brazil, again delivered firm results, growing
its core revenues and profits while continuing to invest in its Brazilian
online food-ordering business, iFood. We estimate iFood to have an 80%
market share.
Video entertainment
The video-entertainment segment produced another consistent
performance, generating revenues of R42,4bn - up 17% year on year.
Development spend increased 31% to R2,4bn as MultiChoice builds out
its DTT services, resulting in trading profit contracting by 6% to R8bn
(2014: R8,5bn).
Subscriber growth across the African continent remained robust. Some
727 000 DTH customers were added, bringing the DTH subscriber base
to almost 8m. The DTT network is now substantially in place, with
MultiChoice operating in 11 countries and 114 cities. The DTT base more
than doubled, closing at 2,2m customers. Kenya is one of the first African
countries to make the transition to digital as the analogue switchoff
rollout began in January 2015.
Competition from international online players with global reach,
such as Netflix, Amazon and Google, is increasing. MultiChoice is
investing in its online offering, expanding its delivery platforms and
improving products and services. The DStv Explora (personal video
recorder) is a significant differentiator and became internet-connected
in November 2014. Our "TV everywhere" strategy gained traction with
the launch of DStv Now. Connected services allow customers access
to a greater selection of entertainment on their tablet or smartphone
- anywhere, anytime. Home movie rentals were made available to all
DStv customers through BoxOffice, the video-on-demand service, which
is now available in 11 African countries. Average monthly rentals tally
around 600 000.
The focus on producing home-grown content tailored to specific
audience preferences was given a boost in Nigeria and Kenya, with
our new local studios stimulating local productions. In South Africa over
R2bn was spent on local sport and content. SuperSport remains the
largest funder by far of sport on the African continent.
Additional transponder capacity was purchased from Eutelsat and
Intelsat to strengthen in-orbit backup capacity. The group also invested
in a second broadcast site to ensure uninterrupted viewing for our
customer base.
The backend infrastructure of MWEB was disposed of. MWEB is now a
consumer-focused internet service provider. The deal created a
Wi-Fi joint venture in which MWEB holds a 49% interest.
Video entertainment attracts regulatory scrutiny in several territories.
Regulators are key stakeholders to the business and MultiChoice plays
an active role in supporting the broadcasting landscape.
Print media
The print-media segment saw the listing of printing business, Novus
Holdings Limited, in March 2015. The group received proceeds of R1,1bn
from the listing. The segment managed marginal revenue growth.
However, trading profit declined to R314m (2014: R606m) as the print
industry continues to face sectoral headwinds globally, and Media24 is
also investing in internet and ecommerce opportunities.
DIVIDEND NUMBER 86
The board recommends that the annual gross dividend be increased
by 11% to 470c (previously 425c) per listed N ordinary share, and 94c
(previously 85c) per unlisted A ordinary share. If confirmed by shareholders
at the annual general meeting on 28 August 2015, dividends will be
payable to shareholders recorded in the books on Friday 18 September
2015. It will be released on Monday 21 September 2015. The last date
to trade cum dividend will be on Friday 11 September 2015 (the shares
therefore to trade ex dividend from Monday 14 September 2015).
Share certificates may not be dematerialised or rematerialised
between Monday 14 September 2015 and Friday 18 September 2015, both
dates inclusive.
The dividend will be declared from income reserves. It will be subject
to the dividend tax rate of 15%, yielding a net dividend of 399,5c per
listed N ordinary share and 79,9c per unlisted A ordinary share to those
shareholders not exempt from paying dividend tax. Such dividend tax
will amount to 70,5c per listed N ordinary share and 14,1c per unlisted
A ordinary share. The issued ordinary share capital as at 26 June 2015
was 419 203 470 N ordinary shares and 712 131 A ordinary shares.
The company's income tax reference number is 9550138714.
DIRECTORATE
On 15 January 2015 Mr Mark Sorour, our experienced head of mergers
and acquisitions and already an alternate executive director, was
appointed as an executive director. Furthermore, Mr Steve Pacak, an
alternate non-executive director, was appointed a non-executive director.
On 17 April 2015 Mr Ton Vosloo, Naspers's non-executive chair, as well as
independent non-executive directors Messrs Boetie van Zyl and Yuanhe
Ma, retired from the board. In addition, Mr Koos Bekker rejoined the
board as non-executive chair. Mr Vosloo has served with great distinction
on the Naspers board since March 1983. He chaired Naspers as well as
various group companies and board committees with insight and tact
for 23 years. Mr Van Zyl was appointed to the board in January 1988.
He served as independent lead director and on various other group
structures. Mr Van Zyl very ably chaired the Naspers audit, risk, and
social and ethics committees. Mr Ma has served on the board since
2013 and other group boards and committees since February 2003.
Furthermore, with effect from 29 May 2015, non-executive director
Advocate Francine-Ann du Plessis resigned from the board, having made
valued contributions to the board as well as various group structures and
committees since October 2003.
The board expressed its deep gratitude to these directors for their
commitment to our group over many years. Their unique contributions
are highly valued and will be missed.
On 9 June 2015 Professor Rachel Jafta was appointed to Naspers's audit
and risk committees.
PREPARATION OF THE PROVISIONAL REPORT
The preparation of the financial results was supervised by our financial
director, Basil Sgourdos CA(SA). These results were made public on
29 June 2015.
On behalf of the board
J P Bekker B van Dijk
Chair Chief executive
Cape Town
29 June 2015
Segmental review
Revenue | |||
Year ended 31 March | |||
2015 | 2014 | % | |
R'm | R'm | change | |
Internet | 78 010 | 57 018 | 37 |
- Tencent | 47 911 | 34 256 | 40 |
- Mail.ru | 2 327 | 2 407 | (3) |
- Ecommerce | 27 772 | 20 355 | 36 |
Video entertainment* | 42 419 | 36 271 | 17 |
Print media | 12 016 | 11 692 | 3 |
Corporate services | 1 | - | - |
Economic interest | 132 446 | 104 981 | 26 |
Less: Equity-accounted investments | (59 354) | (42 253) | 40 |
Consolidated | 73 092 | 62 728 | 17 |
EBITDA | |||
Year ended 31 March | |||
2015 | 2014 | % | |
R'm | R'm | change | |
Internet | 15 457 | 8 540 | 81 |
- Tencent | 19 832 | 12 232 | 62 |
- Mail.ru | 1 263 | 1 286 | (2) |
- Ecommerce | (5 638) | (4 978) | (13) |
Video entertainment* | 10 098 | 10 370 | (3) |
Print media | 825 | 1 073 | (23) |
Corporate services | (335) | (150) | (>100) |
Economic interest | 26 045 | 19 833 | 31 |
Less: Equity-accounted investments | (20 089) | (13 442) | 49 |
Consolidated | 5 956 | 6 391 | (7) |
EBITDA refers to earnings before interest, tax, depreciation and amortisation.
Trading profit | |||
Year ended 31 March | |||
2015 | 2014 | % | |
R'm | R'm | change | |
Internet | 13 042 | 6 638 | 96 |
- Tencent | 17 987 | 10 792 | 67 |
- Mail.ru | 1 148 | 1 175 | (2) |
- Ecommerce | (6 093) | (5 329) | (14) |
Video entertainment* | 8 009 | 8 520 | (6) |
Print media | 314 | 606 | (48) |
Corporate services | (338) | (151) | (>100) |
Economic interest | 21 027 | 15 613 | 35 |
Less: Equity-accounted investments | (17 877) | (11 707) | 53 |
Consolidated | 3 150 | 3 906 | (19) |
* Previously referred to as the pay-television segment.
Reconciliation of trading profit to operating profit | ||
Year ended | Year ended | |
31 March | 31 March | |
2015 | 2014 | |
R'm | R'm | |
Trading profit | 3 150 | 3 906 |
Finance cost on transponder leases | 376 | 356 |
Amortisation of other intangible assets | (751) | (711) |
Other gains/(losses) - net | (688) | (1 320) |
Retention option expense | (149) | (132) |
Equity-settled share-based payment expenses | (343) | (81) |
Operating profit | 1 595 | 2 018 |
Note: For a reconciliation of operating profit to profit before taxation, refer to the summarised consolidated income statement.
Summarised consolidated income statement | ||||
| ||||
Year ended | Year ended | |||
31 March | 31 March | |||
2015 | 2014 | % | ||
Note | R'm | R'm | change | |
Revenue | 73 092 | 62 728 | 17 | |
Cost of providing services and sale of goods | (42 759) | (35 416) | ||
Selling, general and administration expenses | (28 050) | (23 974) | ||
Other gains/(losses) - net | (688) | (1 320) | ||
Operating profit | 1 595 | 2 018 | (21) | |
Interest received | 5 | 501 | 606 | |
Interest paid | 5 | (2 752) | (2 466) | |
Other finance income/(costs) - net | 5 | (573) | (267) | |
Share of equity-accounted results | 6 | 16 384 | 10 835 | |
- excluding net gain resulting from remeasurements* | 10 772 | 7 906 | 36 | |
- net gain resulting from remeasurements* | 5 612 | 2 929 | ||
Impairment of equity-accounted investments | (478) | (1 201) | ||
Dilution gains/(losses) on equity-accounted investments | 1 499 | (852) | ||
Gains on acquisitions and disposals | 1 605 | 751 | ||
Profit before taxation | 7 | 17 781 | 9 424 | 89 |
Taxation | (3 757) | (2 895) | ||
Profit for the year | 14 024 | 6 529 | 115 | |
Attributable to: | ||||
Equity holders of the group | 14 023 | 5 751 | ||
Non-controlling interests | 1 | 778 | ||
14 024 | 6 529 | |||
Core headline earnings for the year (R'm) | 4 | 11 228 | 8 616 | 30 |
Core headline earnings per N ordinary share (cents) | 2 782 | 2 181 | 28 | |
Fully diluted core headline earnings per N ordinary share | ||||
(cents) | 2 717 | 2 125 | 28 | |
Headline earnings for the year (R'm) | 4 | 7 234 | 5 981 | 21 |
Headline earnings per N ordinary share (cents) | 1 792 | 1 514 | 18 | |
Fully diluted headline earnings per N ordinary share (cents) | 1 731 | 1 475 | 17 | |
Earnings per N ordinary share (cents) | 3 475 | 1 456 | 139 | |
Fully diluted earnings per N ordinary share (cents) | 3 407 | 1 418 | 140 | |
Net number of shares issued ('000) | ||||
- At year-end | 411 998 | 397 625 | ||
- Weighted average for the year | 403 576 | 395 078 | ||
- Fully diluted weighted average | 405 171 | 405 469 | ||
* Remeasurements refer to business combination-related gains and losses and disposals of investments.
Summarised consolidated statement of comprehensive income | ||
Year ended | Year ended | |
31 March | 31 March | |
2015 | 2014 | |
R'm | R'm | |
Profit for the year | 14 024 | 6 529 |
Total other comprehensive income, net of tax, for the year(1) | (2 456) | 6 727 |
Translation of foreign operations(2) | (3 805) | 4 910 |
Net fair value losses | (22) | (7) |
Cash flow hedges | 350 | (204) |
Share of other comprehensive income and reserves of equity-accounted investments | 1 094 | 1 951 |
Tax on other comprehensive income | (73) | 77 |
Total comprehensive income for the year | 11 568 | 13 256 |
Attributable to: | ||
Equity holders of the group | 11 552 | 12 492 |
Non-controlling interests | 16 | 764 |
11 568 | 13 256 | |
(1) These components of other comprehensive income may subsequently be reclassified to profit or loss, except for gains of R1,2bn (2014: R552m)
included in the Share of other comprehensive income and reserves of equity-accounted investments as well as losses of R25m included in Net fair
value losses relating to remeasurements on the group's post-employment benefit plans.
(2) The movement on the foreign currency translation reserve for the year relates primarily to the effects of foreign exchange rate fluctuations related to
the group's net investments in its subsidiaries.
Summarised consolidated statement of changes in equity | ||
| ||
Year ended | Year ended | |
31 March | 31 March | |
2015 | 2014 | |
R'm | R'm | |
Balance at the beginning of the year | 68 205 | 55 853 |
Changes in share capital and premium | ||
Movement in treasury shares | 1 012 | (17) |
Share capital and premium issued | 3 670 | 1 293 |
Changes in reserves | ||
Total comprehensive income for the year | 11 552 | 12 492 |
Movement in share-based compensation reserve | 819 | 487 |
Movement in existing control business combination reserve | (1 016) | (340) |
Movement in valuation reserve | 356 | - |
Direct retained earnings movements | (136) | 23 |
Dividends paid to Naspers shareholders | (1 702) | (1 526) |
Changes in non-controlling interests | ||
Total comprehensive income for the year | 16 | 764 |
Dividends paid to non-controlling shareholders | (1 447) | (1 142) |
Movement in non-controlling interest in reserves | 2 479 | 318 |
Balance at the end of the year | 83 808 | 68 205 |
Comprising: | ||
Share capital and premium | 21 019 | 16 337 |
Retained earnings | 44 156 | 31 971 |
Share-based compensation reserve | 6 904 | 5 082 |
Existing control business combination reserve | (1 856) | (1 065) |
Hedging reserve | (23) | (262) |
Valuation reserve | 3 218 | 3 005 |
Foreign currency translation reserve | 7 290 | 11 085 |
Non-controlling interests | 3 100 | 2 052 |
Total | 83 808 | 68 205 |
Summarised consolidated statement of financial position | |||
Year ended | Year ended | ||
31 March | 31 March | ||
2015 | 2014 | ||
Note | R'm | R'm | |
Assets | |||
Non-current assets | 124 276 | 100 212 | |
Property, plant and equipment | 17 300 | 17 053 | |
Goodwill | 8 | 22 956 | 25 811 |
Other intangible assets | 5 476 | 5 702 | |
Investments in associates | 9 | 73 547 | 47 755 |
Investments in joint ventures | 9 | 2 769 | 1 727 |
Investments and loans | 9 | 952 | 1 193 |
Derivatives | 102 | 2 | |
Deferred taxation | 1 174 | 969 | |
Current assets | 32 767 | 28 390 | |
Inventory | 3 183 | 2 882 | |
Programme and film rights | 1 868 | 1 979 | |
Trade receivables | 4 834 | 4 849 | |
Other receivables and loans | 5 307 | 4 807 | |
Derivatives | 449 | 209 | |
Cash and cash equivalents | 14 881 | 13 664 | |
30 522 | 28 390 | ||
Assets classified as held-for-sale | 11 | 2 245 | - |
Total assets | 157 043 | 128 602 | |
Equity and liabilities | |||
Share capital and reserves | 80 708 | 66 153 | |
Share capital and premium | 21 019 | 16 337 | |
Other reserves | 15 533 | 17 845 | |
Retained earnings | 44 156 | 31 971 | |
Non-controlling interests | 3 100 | 2 052 | |
Total equity | 83 808 | 68 205 | |
Non-current liabilities | 46 767 | 36 549 | |
Capitalised finance leases | 7 486 | 6 768 | |
Liabilities - interest-bearing | 37 111 | 27 395 | |
- non-interest-bearing | 306 | 452 | |
Post-employment medical liability | 203 | 176 | |
Derivatives | 151 | 364 | |
Deferred taxation | 1 510 | 1 394 | |
Current liabilities | 26 468 | 23 848 | |
Current portion of long-term debt | 4 295 | 2 628 | |
Trade payables | 5 436 | 5 318 | |
Accrued expenses and other current liabilities | 15 721 | 13 981 | |
Derivatives | 569 | 840 | |
Bank overdrafts and call loans | 312 | 1 081 | |
26 333 | 23 848 | ||
Liabilities classified as held-for-sale | 11 | 135 | - |
Total equity and liabilities | 157 043 | 128 602 | |
Net asset value per N ordinary share (cents) | 19 589 | 16 637 | |
Summarised consolidated statement of cash flows | |||
Year ended | Year ended | ||
31 March | 31 March | ||
2015 | 2014 | ||
R'm | R'm | ||
Cash flow generated from operating activities | 1 671 | 3 274 | |
Cash flow utilised in investing activities | (6 021) | (8 036) | |
Cash flow generated from financing activities | 6 181 | 2 114 | |
Net movement in cash and cash equivalents | 1 831 | (2 648) | |
Foreign exchange translation adjustments | 205 | 1 001 | |
Cash and cash equivalents at the beginning of the year | 12 583 | 14 230 | |
Cash and cash equivalents classified as held-for-sale | (50) | - | |
Cash and cash equivalents at the end of the year | 14 569 | 12 583 |
Notes to the summarised consolidated financial results
1. | General information |
The principal activities of Naspers and its operating subsidiaries, associated companies and joint ventures (collectively "the group") are the operation | |
of internet and media platforms. Our principal operations are in ecommerce and other internet services, video-entertainment services and print | |
media. | |
2. | Basis of presentation and accounting policies |
The provisional report is prepared in accordance with the requirements of the JSE Limited Listings Requirements and the Companies Act, No 71 of | |
2008. The Listings Requirements require provisional reports to be prepared in accordance with the framework concepts, the measurement and | |
recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting | |
Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council, and to also as a minimum, contain the | |
information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the consolidated annual financial | |
statements from which the summarised consolidated financial statements were derived, are in terms of IFRS and are consistent with those applied | |
in the previous consolidated annual financial statements. | |
The group has adopted all new and amended accounting pronouncements issued by the International Accounting Standards Board that are effective | |
for financial years commencing 1 April 2014. None of the new or amended accounting pronouncements that are effective for the financial year | |
commencing 1 April 2014 had a material impact on the group. | |
The group's reportable segments reflect those components of the group that are regularly reviewed by the chief executive officer and other senior | |
executives who make strategic decisions. The group proportionately consolidates its share of the results of its associated companies and joint | |
ventures in its reportable segments. This is considered to be more reflective of the economic value of these investments. | |
Trading profit excludes amortisation of intangible assets (other than software), equity-settled share-based payment expenses relating to | |
transactions to be settled through the issuance of treasury shares, retention option expenses and other gains/losses, but includes the finance cost | |
on transponder leases. | |
Core headline earnings exclude once-off and non-operating items. We believe that it is a useful measure for shareholders of the group's sustainable | |
operating performance. However, this is not a defined term under IFRS and may not be comparable with similarly titled measures reported by other | |
companies. | |
3. | Independent audit |
The annual financial statements have been audited by the company's auditor, PricewaterhouseCoopers Inc. (PwC). The individual auditor assigned to | |
perform the audit is Mr Brendan Deegan. PwC's unqualified audit reports on the annual financial statements and provisional report are available for | |
inspection at the registered office of the company. The auditor's report does not necessarily cover all the information contained in this provisional | |
report. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's work, they should obtain a copy | |
of that report, together with the annual financial statements from the registered office of the company. The annual financial statements, together | |
with the integrated annual report, will be available on www.naspers.com on or about 31 July 2015. |
4. | Headline and core headline earnings | ||
Year ended | Year ended | ||
31 March | 31 March | ||
2015 | 2014 | ||
Calculation of headline and core headline earnings | R'm | R'm | |
Profit attributable to equity holders of the group | 14 023 | 5 751 | |
Adjusted for: | |||
- insurance proceeds | (21) | - | |
- impairment of property, plant and equipment and other assets | 508 | 112 | |
- impairment of goodwill and other intangible assets | 176 | 1 461 | |
- loss/(profit) on sale of property, plant and equipment and other intangible assets | 1 | (58) | |
- gains on acquisitions and disposals of investments | (1 730) | (45) | |
- remeasurement of previously held interest | (39) | (700) | |
- dilution (gains)/losses on equity-accounted investments | (1 499) | 852 | |
- remeasurements included in equity-accounted earnings | (4 469) | (2 447) | |
- impairment of equity-accounted investments | 478 | 1 201 | |
7 428 | 6 127 | ||
Total tax effects of adjustments | (115) | (81) | |
Total adjustment for non-controlling interests | (79) | (65) | |
Headline earnings | 7 234 | 5 981 | |
Adjusted for: | |||
- equity-settled share-based payment expenses | 1 525 | 1 120 | |
- reversal of non-recurring deferred tax effects | 228 | 58 | |
- amortisation of other intangible assets | 1 667 | 1 385 | |
- fair-value adjustments and currency translation differences | 301 | (47) | |
- retention option expense | 133 | 128 | |
- business combination losses/(profits) | 140 | (9) | |
Core headline earnings | 11 228 | 8 616 | |
5. | Interest (paid)/received | ||
Year ended | Year ended | ||
31 March | 31 March | ||
2015 | 2014 | ||
R'm | R'm | ||
Interest received | 501 | 606 | |
- loans and bank accounts | 415 | 456 | |
- other | 86 | 150 | |
Interest paid | (2 752) | (2 466) | |
- loans and overdrafts | (2 020) | (1 717) | |
- transponder leases | (376) | (356) | |
- other | (356) | (393) | |
Other finance income/(cost) - net | (573) | (267) | |
- net foreign exchange differences and fair value adjustments on derivatives | (615) | (344) | |
- preference dividends received | 42 | 77 | |
6. | Equity-accounted results | ||
The group's equity-accounted associated companies and joint ventures contributed to the consolidated financial results as follows: | |||
Year ended | Year ended | ||
31 March | 31 March | ||
2015 | 2014 | ||
R'm | R'm | ||
Share of equity-accounted results | 16 384 | 10 835 | |
- sale of assets | 30 | (19) | |
- disposal of investments | (5 612) | (2 929) | |
- impairment of investments | 1 101 | 532 | |
Contribution to headline earnings | 11 903 | 8 419 | |
- amortisation of other intangible assets | 1 125 | 897 | |
- equity-settled share-based payment expenses | 1 182 | 987 | |
- fair-value adjustments and currency translation differences | (121) | (181) | |
- reversal of deferred tax assets | - | 35 | |
Contribution to core headline earnings | 14 089 | 10 157 | |
Tencent | 14 588 | 9 724 | |
Mail.ru | 983 | 911 | |
Abril | - | (110) | |
Other | (1 482) | (368) | |
7. | Profit before taxation | ||
Apart from the items detailed above, profit before taxation has been determined after taking into account, inter alia, the following: | |||
| |||
Year ended | Year ended | ||
31 March | 31 March | ||
2015 | 2014 | ||
R'm | R'm | ||
Depreciation of property, plant and equipment | 2 205 | 1 942 | |
Amortisation | 976 | 898 | |
- other intangible assets | 751 | 711 | |
- software | 225 | 187 | |
Other gains/(losses) - net | (688) | (1 320) | |
- (loss)/profit on sale of property, plant and equipment and intangible assets | (1) | 58 | |
- impairment of goodwill and other intangible assets | (176) | (1 461) | |
- impairment of property, plant and equipment and other assets | (508) | (112) | |
- dividends received on investments | 6 | - | |
- insurance proceeds | 21 | - | |
- fair-value adjustments on financial instruments | (30) | 195 | |
Gains on acquisitions and disposals | 1 605 | 751 | |
- profit on sale of investments | 788 | 44 | |
- gains recognised on loss of control transactions | 936 | - | |
- remeasurement of contingent consideration | 29 | 48 | |
- acquisition-related costs | (192) | (41) | |
- remeasurement of previously held interest | 39 | 700 | |
- other | 5 | - | |
8. | Goodwill | ||
Goodwill is subject to an annual impairment assessment. Movements in the group's goodwill for the year are detailed below: | |||
Year ended | Year ended | ||
31 March | 31 March | ||
2015 | 2014 | ||
R'm | R'm | ||
Goodwill | |||
- cost | 29 405 | 24 077 | |
- accumulated impairment | (3 594) | (2 484) | |
Opening balance | 25 811 | 21 593 | |
- foreign currency translation effects | (1 350) | 3 226 | |
- acquisitions of subsidiaries and businesses | 1 185 | 2 003 | |
- disposals of subsidiaries and businesses | (996) | (18) | |
- transferred to assets classified as held-for-sale | (1 671) | - | |
- impairment | (23) | (993) | |
Closing balance | 22 956 | 25 811 | |
- cost | 26 353 | 29 405 | |
- accumulated impairment | (3 397) | (3 594) | |
9. | Investments and loans | ||
The following relates to the group's investments and loans as at the end of the reporting period: | |||
Year ended | Year ended | ||
31 March | 31 March | ||
2015 | 2014 | ||
R'm | R'm | ||
Investments and loans | 77 268 | 50 675 | |
- listed investments | 64 232 | 44 194 | |
- unlisted investments and loans | 13 036 | 6 481 | |
10. | Commitments | ||
Commitments relate to amounts that the group has contracted for, but which have not yet been recognised as obligations in the statement of | |||
financial position. | |||
Year ended | Year ended | ||
31 March | 31 March | ||
2015 | 2014 | ||
R'm | R'm | ||
Commitments | 30 023 | 22 417 | |
- capital expenditure | 498 | 740 | |
- programme and film rights | 18 416 | 17 701 | |
- network and other service commitments | 1 716 | 1 530 | |
- transponder leases | 7 248 | 424 | |
- operating lease commitments | 1 503 | 1 413 | |
- set-top box commitments | 642 | 609 | |
11. | Disposal groups classified as held-for-sale |
During February 2015 the group entered into a sale agreement to dispose of its online marketplace subsidiary, Ricardo.ch AG ("Ricardo"). The | |
transaction is subject to regulatory approval. At 31 March 2015 the group classified the net assets of Ricardo as held-for-sale. Ricardo forms part of | |
the group's ecommerce reportable segment. The group also classified various other smaller businesses as held-for-sale. The aggregate net assets | |
of all disposal groups classified as held-for-sale comprised trade and other receivables (R107m), property, plant and equipment (R102m), goodwill | |
and other intangible assets (R1,89bn), cash and other current assets (R71m), deferred taxation assets (R74m), trade and other payables (R101m) and | |
deferred taxation liabilities (R34m). | |
12. | Business combinations and other acquisitions |
Effective January 2015 the group entered into agreements with Schibsted ASA Media Group ("Schibsted"), Telenor Holdings ASA and Singapore Press | |
Holdings Limited for the establishment of joint classifieds business activities in Brazil, Indonesia, Bangladesh and Thailand. The group also acquired | |
Schibsted's Philippine classifieds business. | |
In February 2015 we entered into further agreements with Schibsted regarding the acquisition of Schibsted's Romanian classifieds business and the | |
sale of the group's Hungarian classifieds business. | |
Following these transactions, the group held the following interests in the relevant territories: |
Country | Naspers interest | Nature of investment | |
Brazil | 50% | Joint venture (equity accounted) | |
Indonesia | 64% | Subsidiary | |
Bangladesh | 49,7% | Associate (equity accounted) | |
Thailand | 44,1% | Associate (equity accounted) | |
Philippines | 83,9% | Acquisition of classifieds business | |
Romania | 100% | Acquisition of classifieds business |
The total income statement impact of the above transactions was the recognition of an aggregate disposal gain of R1bn in Gains on acquisitions and | ||
disposals in the income statement. | ||
Following the transactions, the group retained control over Silver Indonesia JVCo B.V. (previously Tokobagus Exploitatie B.V.) and accounted for the | ||
acquisition of the business contributed jointly by the other shareholders as a business combination. The purchase price allocation: property, plant | ||
and equipment R3m; intangible assets R102m; cash R23m; loans and other receivables R314m; loans and other payables R340m; deferred tax | ||
liability R25m and the balance of R490m to goodwill. The acquisition of Schibsted's Philippine and Romanian businesses gave rise to the recognition | ||
of intangible assets of R98m, deferred tax liabilities of R12m and goodwill of R237m. The aggregated deemed and cash purchase consideration | ||
amounted to R890m. | ||
Various acquisitions were made within the Movile group during the reporting period, most notably relating to the group's online food-ordering | ||
business - iFood. The merger in November 2014 of the iFood business with Just Eat's Brazilian subsidiary was accounted for as a business | ||
combination and resulted in the group having a 60,2% interest in the merged business as at 31 March 2015. The total deemed purchase | ||
consideration amounted to R385m. The purchase price allocation: intangible assets R249m; deferred tax liability R85m; cash R60m; other net assets | ||
R25m and goodwill R136m. Movile also acquired other smaller subsidiaries including Apontador, a leading local search service, and MapLink, a traffic | ||
data and routing service. These other acquisitions gave rise to aggregate goodwill of R170m. | ||
During January 2015 the group disposed of its MWEB Business, Optinet Services and Networks divisions to Dimension Data for a cash purchase | ||
consideration of R368m and, at the same time, entered into a joint Wi-Fi business venture with Dimension Data by contributing its MWEB Wi-Fi | ||
division to a joint venture in exchange for a 49% shareholding. An aggregate loss on disposal of R219m has been recognised in the income | ||
statement following the transactions. The joint Wi-Fi business venture is accounted for as an investment in a joint venture. | ||
During March 2015 the group acquired the shares held in and loans extended by minority shareholders in its subsidiaries MIH Allegro B.V. and | ||
FixeAds B.V. under the terms of pre-existing exit agreements. The transaction was settled through the issue of 1 078 178 Naspers N ordinary shares | ||
and resulted in an increase in share capital and reserves of R1,86bn, being the aggregate purchase consideration. The excess of the consideration | ||
paid over the net asset value acquired, including loans and the settlement of other amounts owing to the minority shareholders, was recognised in | ||
the Existing control business combination reserve in equity and totalled R1,27bn. The group now has a 100% and 93,36% interest in the issued share | ||
capital of MIH Allegro B.V. and FixeAds B.V., respectively. | ||
Also during March 2015 the group disposed of its subsidiary 7Pixel S.r.l. for purchase consideration of R678m. The transaction resulted in the | ||
recognition of a gain on disposal of R310m. | ||
The main factor contributing to the goodwill recognised in these acquisitions is their market presence. This goodwill is not expected to be | ||
deductible for income tax purposes. Total acquisition-related costs of R192m were recorded in Gains on acquisitions and disposals in the income | ||
statement regarding the above acquisitions. | ||
Had the revenues and net results of the subsidiaries and businesses acquired, been included from 1 April 2014, it would not have had a significant | ||
effect on the group's consolidated revenue and net results. | ||
The following relates to the group's investments in associated companies and joint ventures: | ||
The group participated in two funding rounds of its associate Flipkart Limited ("Flipkart"). These funding rounds, during May and August 2014, | ||
resulted in additional investments of R555m and R2,67bn respectively, in cash and in the recognition of a net dilution gain of R1,5bn in the income | ||
statement as a result of a decrease in the group's effective interest. The group now has a 15,83% interest in Flipkart on a fully diluted basis. | ||
The group also invested a further R297m in cash in its joint venture Konga Online Shopping Limited ("Konga") during October 2014. Following the | ||
additional investment, the group held a 40,2% interest in Konga on a fully diluted basis. | ||
During February 2015 the group acquired a 46,5% interest in Takealot Online (RF) Proprietary Limited ("Takealot") in exchange for the contribution | ||
of its South African etail business, Kalahari.com, and the issue of 612 977 Naspers N ordinary shares. The aggregate purchase consideration in | ||
the transaction amounted to R1,2bn and the acquisition gave rise to a deemed disposal gain of R154m, which has been recognised in Gains on | ||
acquisitions and disposals in the income statement. The group's interest in Takealot is accounted for as an investment in an associate. The group | ||
has a 41,86% interest in Takealot on a fully diluted basis. | ||
Investments acquired in cash were primarily funded through the utilisation of existing credit facilities. | ||
13. | Financial instruments |
The information below analyses the group's financial instruments, which are carried at fair value at each reporting period, by level of the fair value | |
hierarchy. |
Fair value measurements at 31 March 2015 using: | ||||
Quoted prices | ||||
in active markets | ||||
for identical | Significant | Significant | ||
assets or | other observable | unobservable | ||
liabilities (Level 1) | inputs (Level 2) | inputs (Level 3) | ||
R'm | R'm | R'm | ||
Assets | ||||
Available-for-sale investments | 143 | - | - | |
Foreign exchange contracts | - | 551 | - | |
Liabilities | ||||
Foreign exchange contracts | - | 19 | - | |
Shareholders' liabilities | - | - | 358 | |
Earn-out obligations | - | - | 477 | |
Interest rate swaps | - | 343 | - | |
Fair value measurements at 31 March 2014 using: | ||||
Quoted prices in | ||||
active markets for | Significant other | Significant | ||
identical assets or | observable | unobservable | ||
liabilities (Level 1) | inputs (Level 2) | inputs (Level 3) | ||
R'm | R'm | R'm | ||
Assets | ||||
Available-for-sale investments | 120 | - | - | |
Foreign exchange contracts | - | 210 | - | |
Interest rate swaps | - | 1 | - | |
Liabilities | ||||
Foreign exchange contracts | - | 66 | - | |
Shareholders' liabilities | - | - | 806 | |
Earn-out obligations | - | - | 263 | |
Interest rate swaps | - | 332 | - | |
There have been no transfers between levels 1, 2 or 3 during the period, nor were there any significant changes to the valuation techniques and | |
inputs used to determine fair values. |
Financial instruments for which fair value is disclosed: | |||
Carrying | Fair | ||
31 March 2015 | value | value | |
Financial liabilities | R'm | R'm | |
Capitalised finance leases | 8 248 | 8 530 | |
Publicly traded bonds | 20 637 | 22 590 | |
Carrying | Fair | ||
31 March 2014 | value | value | |
Financial liabilities | R'm | R'm | |
Loans from non-controlling shareholders | 480 | 478 | |
Capitalised finance leases | 7 277 | 7 074 | |
Publicly traded bonds | 17 784 | 19 706 |
The fair values of the publicly traded bonds have been determined with reference to the listed prices of the instruments at the reporting date. |
Reconciliation of Level 3 financial liabilities | ||||
Shareholders' | Earn-out | |||
The following table presents the changes in Level 3 | liabilities | obligations | Total | |
instruments for the year ended 31 March 2015: | R'm | R'm | R'm | |
Opening balance | 806 | 263 | 1 069 | |
Total losses/(gains) recognised in the income statement | 50 | (18) | 32 | |
Additional obligations raised | - | 345 | 345 | |
Cancellations/reclassifications to derivatives | (493) | - | (493) | |
Settlements | (78) | (109) | (187) | |
Foreign currency translation effects | 73 | (4) | 69 | |
Closing balance | 358 | 477 | 835 | |
Shareholders' | Earn-out | |||
The following table presents the changes in | liabilities | obligations | Total | |
Level 3 instruments for the year ended 31 March 2014: | R'm | R'm | R'm | |
Opening balance | 704 | 185 | 889 | |
Total gains recognised in the income statement | (145) | (13) | (158) | |
Additional obligations raised | 284 | 155 | 439 | |
Settlements | (82) | (91) | (173) | |
Foreign currency translation effects | 45 | 27 | 72 | |
Closing balance | 806 | 263 | 1 069 | |
The fair value of shareholders' liabilities is determined using a discounted cash flow model. Business-specific adjusted discount rates are applied to | |
estimated future cash flows. | |
For earn-out obligations, current forecasts of the extent to which management believes performance criteria will be met, discount rates reflecting | |
the time value of money and contractually specified earn-out payments are used. Changes in these assumptions could affect the reported fair value | |
of these financial instruments. The fair value of Level 2 financial instruments is determined with the use of exchange rates quoted in an active | |
market and interest rate extracts from observable yield curves. | |
14. | Events after the reporting period |
After the reporting period the group invested a further USD41m in its joint venture Konga Online Shopping Limited ("Konga"). Following the | |
additional investment, the group continues to exert joint control over Konga with its 50,9% interest on a fully diluted basis. During June 2015 the | |
group entered into an agreement for the sale of its subsidiary, Korbitec Proprietary Limited. The transaction is subject to regulatory approval. |
Naspers Limited
Incorporated in the Republic of South Africa
(Registration number 1925/001431/06)
("Naspers")
JSE share code: NPN ISIN: ZAE000015889
LSE share code: NPSN ISIN: US 6315121003
Directors
J P Bekker (chair), B van Dijk (chief executive), C L Enenstein, D G Eriksson, R C C Jafta, F L N Letele, D Meyer,
R Oliveira de Lima, S J Z Pacak, T M F Phaswana, V Sgourdos, M R Sorour, J D T Stofberg, B J van der Ross
Company secretary
G Kisbey-Green
Registered office
40 Heerengracht, Cape Town 8001
(PO Box 2271, Cape Town 8000, South Africa)
Transfer secretaries
Link Market Services South Africa Proprietary Limited
13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001
(PO Box 4844, Johannesburg 2000, South Africa)
ADR programme
Bank of New York Mellon maintains a GlobalBuyDIRECTSM plan for Naspers Limited. For additional information, please visit Bank of New York Mellon's
website at www.globalbuydirect.com or call Shareholder Relations at 1-888-BNY-ADRS or 1-800-345-1612 or write to: Bank of New York Mellon,
Shareholder Relations Department - GlobalBuyDIRECTSM, Church Street Station, PO Box 11258, New York, NY 10286-1258, USA.
Important information
This 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 herein.
Sponsor
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