NPSN.L Regulatory News (NPSN)

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

Interim Report

The reviewed results of the Naspers group for the six months to 30 September 2012 are as follows:

Commentary

Over the past six months the group continued to expand its businesses with an increasing focus on ecommerce. This is reflected in consolidated revenues growing 22% over the period. The internet segment remains our area of fastest growth, whilst pay television put in a solid performance. Core headline earnings per share grew 15%, higher than expected, as we benefitted from a weaker rand and as much of the planned development spend will only occur in the second half of the year.

Looking ahead we will persist with the strategy to build our pay television subscriber base and to expand ecommerce businesses across emerging markets. To date we have invested US$530m in new ecommerce businesses such as Netretail, Flipkart and eMag.

Given the planned acceleration in development spend, as well as the increased focus on ecommerce we anticipate that group trading margins will trend down in the second half. The aim is to increase our absolute profits and returns over the medium and long term.

FINANCIAL REVIEW

The 22% increase in consolidated revenues to R23bn came mostly from organic growth in existing businesses, supplemented by a few acquisitions.

As previously indicated, we are developing digital terrestrial television (DTT) services in markets across Africa, as well as scaling our ecommerce operations in emerging markets. Development spend over the period accelerated to R1,6bn (2011: R1,1bn). Consequently, trading profits grew at a slower pace of 6% and trading margins narrowed to 15%.

Net interest cost increased to R488m (2011: R383m) - largely a function of increased levels of debt utilised to fund acquisitions.

Our associates, Tencent and Mail.ru, continued to grow strongly. Their contribution to core headline earnings is R3,2bn. In addition, we recorded a non-recurring book profit of R1,5bn arising from Mail.ru's partial sale of its stake in Facebook. This profit is excluded from core headline earnings.

Assets impaired over the period amounted to R343m (2011: R746m).

The net result of the above is that core headline earnings per share grew 15% to R10,62 per N ordinary share. Free cash flow for the period was R1,7bn and benefited from delays in our DTT capex spend as we await new licences. Consolidated balance sheet gearing is a healthy 14%.

SEGMENTAL REVIEW

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

Pay television

After recording net growth of 393 000 subscribers during the six-month period, the pay television base now stands at just over 6 million homes. Revenues were up 19% to R14,4bn, whilst trading profits grew 18% to R4bn. Trading margins remained stable. We continue to upgrade our broadcast infrastructure and expand online services. GOtv, our recently-launched DTT service, is gaining traction. Competitive pressures and regulatory scrutiny continued to intensify across the continent.

In South Africa, we added 187 000 subscribers and now reach 4,2 million households. The Compact bouquet, benefiting from our local content offering, accounted for 87% of growth. The DStv service was successfully migrated to the new IntelSat-20 satellite, providing capacity for new subscriber services. Several new channels aimed at improving the viewer's experience were added to DStv bouquets. This included 8 additional high definition channels, bringing the total to 14. We increased sales of the popular personal video recorder (PVR) by 90 000, with the cumulative base now at 747 000 households. The BoxOffice service, which allows PVR subscribers to view the latest blockbuster movies on-demand, reached monthly movie rentals of 400 000. This service was recently made available online.

In the rest of sub-Saharan Africa our subscribers increased by 206 000 to reach 1,8 million homes. Growth was spread across all bouquets and platforms. Profitability was affected by our investment in DTT and the addition of more local content. Our DTT transmitters now reach six countries and 18 cities. We expect to continue this rollout in coming months.

Internet

Overall managed internet revenues, which includes our share of associates, increased 70% to R14,1bn and yielded trading profits of R3,1bn.

Tencent delivered another solid performance, despite a more challenging macro environment. The core businesses registered healthy growth and progress was made in advertising and open platform initiatives. Monthly active instant-messaging accounts increased to 784 million, whilst peak simultaneous online users increased to 167 million. WeChat is starting to address international audiences. Given growth opportunities in Chinese ecommerce, Tencent has started investing in this area.

Mail.ru continues to expand across most of its business units. Diversification of revenue streams and an increase in paying user engagement are driving growth. The Mail.ru portal now attracts 32 million unique Russian users and is also expanding its mobile audience.

Ecommerce

Revenues from our ecommerce segment grew robustly by 61% to R4bn in the period. This came mainly from existing businesses, augmented by the inclusion of a few acquisitions such as Netretail. The R1bn development spend, fully expensed through the income statement, resulted in a trading loss of R767m. Given our drive to scale these operations and to expand across the ecommerce value chain, we anticipate a further ramp-up in development spend in the second half of the year.

Print media

The performance of the print businesses in South Africa and Brazil were strained by the challenging economic climate and combined delivered pedestrian revenue growth of 5%, whilst trading profits were broadly flat.

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The financial results for the six months to 30 September 2012 have been prepared in terms of the recognition and measurement requirements of International Financial Reporting Standards (IFRS), the AC 500 series pronouncements as issued by the Accounting Practices Board, the JSE Listings Requirements, the requirements of the South African Companies Act No 71 of 2008 and the presentation and disclosure requirements of IAS 34. Except as noted below, the accounting policies used for the interim results are consistent with those applied in the previous annual financial statements and with 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 group adopted the following amendments for the period ended 30 September 2012:

The pay television and technology segments have been combined as these segments are interdependent in the provision of pay television services. Our internet segment has previously been disclosed as "Tencent" and "Other internet". "Other internet" will in future be disclosed as three separate reporting units, being "Mail.ru", "Ecommerce" and "Other internet". The group's focus on ecommerce, and the listing of Mail.ru, prompted us to disclose these units on their own. The definition of trading profit has been updated to exclude equity-settled share scheme charges. This resulted in the September 2011 trading profit being restated from R3,1bn to R3,2bn. This is in line with our core headline earnings definition, where these non-cash expenses are excluded from the sustainable earnings measurements of the group. Comparative segmental results have been restated in accordance with IFRS 8 "Operating segments".

Transponder lease commitments disclosed at 31 March 2012 and 30 September 2011 have been restated by R3,3bn (March 2012) and R3,6bn (September 2011) to exclude assets already capitalised.

Trading profit excludes amortisation of intangible assets (other than software), equity-settled share scheme charges and other gains or losses, but includes the finance cost on transponder leases.

Core headline earnings exclude once-off and non-operating items such as unrealised foreign exchange gains or losses. We believe that it is a useful measure for our 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.

The preparation of the financial results was supervised by our financial director Steve Pacak, CA(SA). These results were made public on 27 November 2012.

SUBSEQUENT EVENTS

During October 2012 the group invested US$120m in total, acquiring a controlling stake of Dante International S.A. trading as eMag, a leading online retailer in Romania, and a minority stake of Souq Group Ltd, an online retailer in the Middle East.

On behalf of the board:

Cape Town

27 November 2012

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

Business combinations

In June 2012 the group acquired a 79% interest in Netretail, an online retailer with operations in Czech Republic, Poland, Hungary, Slovakia and Slovenia. The fair value of the total purchase consideration was R1,7bn in cash. The purchase price allocation: PP&E R36m; intangible assets R626m; cash R79m; trade and other receivables R213m; inventory R116m; trade and other payables R507m; deferred tax liability R114m and the balance to goodwill. A non-controlling interest of R55m was recognised at the acquisition date.

The main factor contributing to the goodwill recognised is Netretail's market presence. This goodwill is not expected to be deductible for income tax purposes. The non-controlling interest was measured using the proportionate share of the identifiable net assets.

The group made various smaller acquisitions with a combined cost of R65m. Total acquisition-related costs of R37m were recorded in "Gains/(losses) on acquisitions and disposals" in the income statement. Had the revenues and net results of Netretail been included from 1 April 2012, the group's consolidated revenue would have been R362m higher and the net results would have decreased by R16m. The smaller acquisitions made during the period 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 PlessisG J GerwelR C C JaftaL N JonkerD MeyerS J Z PacakT M F PhaswanaL P RetiefB J van der RossN P van HeerdenJ J M van ZylH S S Willemse

Company secretary

G Kisbey-Green

Registered office

40 Heerengracht, Cape Town 8001

(PO Box 2271, Cape Town 8000)

Transfer secretaries

Link Market Services South Africa (Pty) Limited

13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001

(PO Box 4844, Johannesburg 2000)

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 Mellon'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