NPSN.L Regulatory News (NPSN)

Naspers Limited

(Registration Number: 1925/001431/06)

("Naspers")

JSE share code: NPN ISIN: ZAE000015889

LSE share code: NPSN ISIN: US 6315121003

INTERIM REPORT

The reviewed results of the Naspers group for the six months to 30 September 2011 are as follows:

Commentary

Naspers continued to expand over the past six months, with consolidated revenues up 17%. Our internet businesses grew well, benefitting from both organic expansion and a few smaller acquisitions. As anticipated, the pace of subscriber growth in our pay-television operations slowed post the 2010 Fifa World Cup. Our print media business experienced strain from the recession, but maintained market share.

Over the past six months our group focussed on growing our business organically rather than by acquisition. Several new platforms and services were developed. As previously reported to shareholders, the costs of developing these businesses are expensed directly through the income statement, which has the effect of dampening earnings. Consequently, whilst revenues showed healthy growth, core headline earnings growth was 8%.

FINANCIAL REVIEW

The lift of 17% in consolidated revenues to R18,5bn came largely from our internet businesses, where revenues jumped 50%. The broader pay-television subscriber base resulted in revenue increasing 14%, whilst print revenues were up 5%. Development costs for the period accelerated to R1,1bn (2010: R631m), which lowered consolidated trading profit 8% to R3,1bn.

Net interest cost on cash and loans decreased from last year's R271m to R221m now, the result of lower costs of funding. Our core earnings from equity-accounted associates grew 32% to R2,2bn, mainly from Tencent and Mail.ru Group.

The above resulted in core headline earnings of R3,5bn - an increase of 8% on the prior period. During the period, the group impaired goodwill and intangible assets of R610m, net of tax. Positive free cash flows were R1,4bn. Our funding structure remains sound, with total consolidated net debt, excluding capitalised satellite leases, of R6,8bn. This represents a net consolidated debt to equity ratio of 15%.

SEGMENTAL REVIEW

This segmental review reflects consolidated subsidiaries, plus a proportional consolidation of associated companies.

Pay television

We experienced growth of 269 000 subscribers during the six-month period and the total base now stands at 5,2 million homes. Revenues were up 14% to R11,6bn, whilst trading profits grew 8% to R3,4bn. We continue to re-invest in the business, including upgrading our technology.

In South Africa, the gross base added 209 000 to 3,7 million households. Some 142 000 new homes came from the lower-priced Compact bouquet. Advertising revenues grew on the back of an overall increase in the television industry share of market. The recent roll-out of Box Office, a service that allows our PVR subscribers to view the latest blockbuster movies instantaneously, proved popular.

In the rest of sub-Saharan Africa our subscribers increased by 60 000 to reach 1,5 million homes. The lower-priced Compact/Family bouquets now account for 41% of the base. Trading margins were reduced by more investment in local content, decoder subsidies and the development of new products. We now cover most major football leagues and recently added the Africa Magic Kiswahili channel for subscribers in East Africa. Economic conditions in this region are variable and some currencies have experienced volatility.

Digital terrestrial services, under the brand name GOtv, were launched in Zambia, Uganda, Kenya and Nigeria. We will continue to invest in the expansion of these digital terrestrial networks.

Competitive pressures increased and regulatory scrutiny continues to intensify across the continent.

Internet

Overall the internet segment reported revenue growth of 50%. Due to our increased focus on building out operations organically, and expensing that cost, trading profits nudged up by a lower 7% to R1,9bn.

In China, Tencent achieved solid growth in an increasingly competitive market. Our share of revenues grew by 46% to R4,9bn and trading profits were up 27% to R2,1bn. The QQ IM platforms now manage 145 million peak simultaneous users. QZone services and online games also grew well.

In Russia, Mail.ru Group delivered strong growth in communication, online gaming and social networks. Mail.ru's portal reached 27,5m unique users. Our share of Mail.ru Group's reported revenues was R456m and trading profit of R141m.

In aggregate, our other internet businesses reported robust revenue growth of 59% and a trading loss of R371m, the result of increased organic development costs. In Eastern Europe, Allegro grew revenues by 44% as it broadened its product offerings and diversified revenue streams. In Latin America our e-commerce business, BuscaPé, continued to broaden its services across the value chain and doubled its revenue.

Print media

The print media business felt economic head winds, with advertising and circulation revenues remaining weak. Overall, total revenue grew by 5%, whilst trading profits declined because of the cost infrastructure and costs related to the implementation of new enterprise management systems. We are pleased that the subscribers to our daily newspapers have increased since the decline that was experienced in 2010 through the implementation of a computer-based subscriber system.

Technology

Revenue declined as growth in conditional access revenues were offset by lower revenues in other product lines. Investment in new market segments, together with the integration of acquisitions recently concluded, resulted in reduced trading profit.

Outlook

Indications are that overall revenue growth should remain fairly robust over the next six months. By contrast, and as previously warned, growth of the profit line will be affected by an acceleration of organic development spend in several of our businesses. We continue to believe that this strategy is sound and will stimulate long-term growth.

This statement has not been reviewed or reported on by the company's auditors.

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The financial results for the six months to 30 September 2011 have been prepared in accordance with IAS 34 "Interim Financial Reporting" and International Financial Reporting Standards (IFRS), the requirements of the South African Companies Act, No 71 of 2008, and in compliance with the Listings Requirements of the JSE Limited. Accounting policies used are consistent with those applied in the previous annual financial statements and IFRS. These results have been reviewed by the company's auditor, PricewaterhouseCoopers Inc., whose unqualified report is available for inspection at the registered office of the company.

The preparation of the financial results was supervised by the financial director Steve Pacak, CA(SA). These results were made public on 29 November 2011.

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.

SIGNIFICANT ACQUISITIONS

In July 2011 the group bought 68% of Markafoni, an online group shopping platform based in Turkey, for R575m (US$86m) in cash.

On behalf of the board

Cape Town

29 November 2011

Note: Trading profit excludes amortisation of intangible assets (other than software) and other gains/losses, but includes the finance cost on transponder leases.

Note: For a reconciliation of operating profit to profit before taxation, refer to the "Consolidated income statement".

Business combinations

In July 2011 the group acquired a 68,2% interest in Vipindirim Electronic Services plc (Markafoni), a Turkish e-commerce group. The fair value of the total purchase consideration was R575m (US$86m) in cash. The provisional purchase price allocation (PPA): PP&E R18m; intangible assets R378m; cash R48m; trade and other receivables R23m; trade and other payables R116m; deferred tax liability R69m and the balance to goodwill. The goodwill recognised reflects the company's leading market presence in Turkey, and is not expected to be deductible for income tax purposes. A non-controlling interest of R99m was recognised at the acquisition date. This was measured using the proportionate share of the identifiable net assets.

In April 2011 the group acquired a 70% interest in 7 Pixel srl (7 Pixel), in Italy, an online shopping and price comparison company. The fair value of the total purchase consideration was R223m (US$34m) in cash. The provisional purchase price allocation (PPA): PP&E R22m; intangible assets R32m; cash R12m; trade and other receivables R24m; trade and other payables R17m; deferred tax liability R8m and the balance to goodwill. The main factor contributing to the goodwill recognised is the company's leading market presence, and is not expected to be deductible for income tax purposes. A non-controlling interest of R13m was recognised at the acquisition date. This was measured using the proportionate share of the identifiable net assets.

In July 2011 the group acquired a 100% interest in Slando Limited, an online classifieds company in the Ukraine. The fair value of the total purchase consideration was R195m (US$29m) in cash. The provisional purchase price allocation (PPA): intangible assets R21m; cash R2m; trade and other receivables R3m; trade and other payables R2m; deferred tax liability R5m and the balance to goodwill. The main factor contributing to the goodwill recognised is the company's leading market presence in the Ukraine, and is not expected to be deductible for income tax purposes.

The group made smaller acquisitions for a combined cost of R108m. Total acquisition-related costs of R33m were recorded in "(Losses)/gains on acquisitions and disposals" in the income statement. Had the revenues and net results of all business combinations that occurred in the period been included from 1 April 2011, it would not have had a significant effect on the group's consolidated revenue and net results.

Directors

T Vosloo (chairman)

J P Bekker (chief executive)

F-A du Plessis

G J Gerwel

R C C Jafta

L N Jonker

D Meyer

S J Z Pacak

T M F Phaswana

L P Retief

B J van der Ross

N P van Heerden

J J M van Zyl

H S S Willemse

Company secretary

G Kisbey-Green

ADR programme

The Bank of New York Mellon maintains a GlobalBuyDIRECTTM plan for Naspers Limited. For additional information, please visit The Bank of New York's website at (www.globalbuydirect.com) or call Shareholder Relations at 1-888-BNY-ADRS or 1-800-345-1612 or write to: The Bank of New York Mellon, Shareholder Relations Department - GlobalBuyDIRECTTM, Church Street Station, PO Box 11258, New York, NY 10286-1258, USA.

Important information

The 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.

For more details about Naspers and investor enquiries regarding the results, visit the Naspers website at www.naspers.com