NPSN.L Regulatory News (NPSN)

Naspers Limited

(Registration number: 1925/001431/06)

("Naspers")

Share code: NPN ISIN: ZAE000015889

LSE ADS code: NPSN ISIN: US 6315121003

Interim report

The reviewed results of the Naspers group

for the six months to 30 September 2013

Commentary

Naspers now earns the majority of its revenues, including associates, offshore instead of in South Africa, and from the

internet businesses instead of pay television.

Over the past six months, the group achieved 28% top-line growth as we expanded operations. Core headline earnings per share grew by 16%. We caution, though, that over the next six months an acceleration of investment into growth areas will lower earnings.

We are building ecommerce platforms, in particular online classifieds. In addition, we are rolling out digital terrestrial

television (DTT) across many cities in Africa. The pace of investment in these opportunities will accelerate sharply in the

second half of the current financial year. We expect development spend to exceed R7bn for the full financial year to March 2014, compared to R4,3bn last year.

As this investment is largely made through the income statement, it will have a dampening effect on both earnings and cash flows in the second half of the current financial year and, cumulatively, for the year as a whole.

FINANCIAL REVIEW

Consolidated revenues grew 28% to R28,8bn, driven to a large extent by our internet businesses and boosted by a

depreciating rand. Expanding our ecommerce and DTT operations as outlined above has resulted in development spend

accelerating by 87% compared to the same period last year (R3bn vs R1,6bn). As a consequence, our consolidated trading profits were down 15% compared to last year.

Net interest on borrowings has increased to R507m (2012: R277m), mainly due to a depreciation of the rand, as well as

increased borrowings.

Both Tencent and Mail.ru reported good growth and contributed R4,4bn and R405m, respectively, to core headline

earnings. Our share of equity-accounted results includes gains of R1,3bn flowing from Mail.ru's sale of shares in Facebook and Qiwi. This has been excluded from core headline earnings.

An impairment charge of R1,1bn has been recognised in other gains/losses and relates mainly to some fashion

businesses in our ecommerce segment, including FashionDays and Markafoni. We impaired some goodwill and other

intangibles.

A theoretical dilution loss of US$84m on our equity-accounted investments was booked, mainly stemming from Tencent

buying back its own shares.

As a net result of these activities, core headline earnings grew 16% to R12,48 per N ordinary share. Free cash flow for the period was R787m.

Consolidated balance sheet gearing stands at a healthy 20%, excluding transponder leases and non-interest bearing

liabilities.

Any forecasts in this interim report have not been reviewed or reported on by the company's external auditor.

SEGMENTAL REVIEW

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

joint ventures.

Internet

In the aggregate, revenues across all our internet platforms grew 76% to R24,9bn. The step-up in development spend in this segment resulted in slower trading profit growth of 24% to R3,9bn.

Tencent:

Performed well, despite a more competitive environment. The core businesses made progress in advertising, mobile

and ecommerce initiatives. Monthly active instant-messaging accounts were around 816m, whilst the combined monthly

active users of WeChat and Weixin increased to 272m. The launch of integrated mobile games on Weixin and Mobile QQ

generated lively user interest. Given growth opportunities in Chinese ecommerce, Tencent is investing in regional and

category expansion.

Mail.ru:

Investing in product development across several of its business units. Its online advertising and games businesses drove

growth. The Mail.ru portal now attracts 33m unique Russian users and expanded its mobile product offering and audience.

Ecommerce:

This segment is growing well with revenues almost doubling to R7,9bn. We are investing aggressively in marketing, people and product. Development spend was R2,3bn with trading losses of R1,8bn.

Our classifieds businesses in most markets, Brazil and India in particular, widened their leadership over competitors on key metrics. We now have 277m daily page views across various classifieds sites, a more than two fold increase year on year. Engagement with users is also growing. Over the next six months we intend to step up further.

The etailing segment saw revenue growth as we broaden categories and improve our fulfilment and delivery capabilities.

We responded to some lagging flash-sales fashion units by impairing some investments and are repositioning them to

include in-season, full-price merchandise.

Our price comparison businesses are growing ahead of market and are looking to deepen their relationship with both

buyers and sellers. We have consolidated our online payment businesses under a single brand, PayU. Average daily payment value processed across our platforms grew approximately 82% since last year.

Pay television

This business grew revenues 18% to R17,1bn. The subscriber base increased by a net 560 000 and now totals 7,3m

households in 48 countries in Africa. However, as a consequence of the development of DTT services, trading profits inched ahead only 11% to R4,5bn.

Locally, M-Net launched two new local content channels, Mzansi Wethu and Mzansi Bioskop, showcasing South African

content. The DStv service was boosted with several new channels, including Telemundo, ANN7, M-Net Series Showcase,

M-Net Series Reality, M-Net Series Zone, kykNET en Kie and M-Net Movies Zone.

We launched our next-generation high-definition PVR decoder, Explora, with an improved hard drive, expanded video-on-demand capability and a livelier user interface.

Outside South Africa the expansion of the DTT service under the GOtv brand continues and we now operate in eight

countries. The DTT subscriber base grew to 547 000 paying households.

Print media

This industry continues to experience difficult conditions globally. Overall our print businesses saw flat revenues, but most remain profitable due to cost reductions. We wrote down our investment in Abril, the Brazilian magazine publisher, by R750m.

Directorate

On 16 October 2013 Messrs Craig Enenstein, Don Eriksson, Roberto Oliveira de Lima and Yuanhe Ma were appointed

independent non-executive directors of Naspers, and Cobus Stofberg was appointed a non-executive director. All of them

previously served on the board of Naspers's subsidiary MIH Holdings (Pty) Limited. On the same date, after many years

of excellent service on the board, Messrs Lourens Jonker, Neil van Heerden and Prof Hein Willemse stepped down as

directors. On 21 November 2013 Mr Lambert Retief (non-executive) stepped down from the board. We wish to thank them for their profound devotion and commitment. On 22 November 2013 Mr Nolo Letele was appointed as a non-executive director. Messrs Ton Vosloo (non-executive chair) and Koos Bekker (executive director and CEO) have agreed, at the board's request, to stay in their present positions.

The abridged curricula vitae of all directors may be found on Naspers's website www.naspers.com.

Steve Pacak (executive director and CFO) will retire as CFO on 30 June 2014, but will remain on the board as a non-executive director. Basil Sgourdos, presently CFO of Naspers's subsidiary MIH Holdings (Pty) Ltd, will succeed Steve Pacak.

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The interim report is prepared in accordance with the requirements of the JSE Limited Listings Requirements and the South African Companies Act No 71 of 2008. The Listings Requirements require interim reports to conform 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 must also, as a minimum, contain information required by IAS 34 Interim Financial Reporting.

Except as noted below, accounting policies used for the interim results are consistent with those applied during the previous financial year. The group has adopted all the new, revised or amended accounting pronouncements as issued by the IASB, which were effective for financial years commencing on 1 April 2013. The following key new pronouncements have been adopted:

IFRS 10 Consolidated Financial Statements

The objective of IFRS 10 is to establish principles for the presentation and preparation of consolidated financial statements when an entity controls other entities. The group has adopted the principles of IFRS 10 as a new accounting policy and applied these principles in the preparation of the group's consolidated financial statements. The adoption of IFRS 10 did not result in any material change in the consolidation of the group.

IFRS 11 Joint Arrangements

IFRS 11 requires that the group applies equity accounting for joint ventures and eliminates the proportionate consolidation option. Previously, the group proportionately consolidated its joint ventures, which required that it included its share of assets, liabilities, income and expenses of joint ventures on a line-by-line basis in the consolidated financial statements. Under the equity method, the investments in joint ventures are initially recognised at cost and the carrying amounts are increased or decreased to recognise the group's share of the profit or loss and movements in other comprehensive income of joint ventures after the acquisition date. The group's share of the profit or loss of joint ventures is now recognised as a single line item in the income statement under the equity method. The new policy has been applied in accordance with the transitional provisions of IFRS 11. The change in accounting policy has been applied from 1 April 2012 with the group recognising its investment in joint ventures as the net carrying amounts of the assets and liabilities previously proportionately consolidated. This is the deemed cost of the group's investments in its joint ventures for purposes of applying equity accounting. This change in accounting policy resulted in a change in individual asset, liability, income, expense and cash flow line items with no impact on equity or profit attributable to shareholders.

IFRS 13 Fair Value Measurement

IFRS 13 aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. IFRS 13 was adopted and applied prospectively and it was assessed that the adoption did not result in any material impact on the financial results of the group.

These interim 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 auditor's report does not necessarily cover all information contained in this interim 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 accompanying financial information from the registered office of the company.

Trading profit excludes amortisation of intangible assets (other than software), equity-settled share-based charges,

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 it is a useful measure 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 the financial director, Steve Pacak, CA(SA). These results were made public on 26 November 2013.

SUBSEQUENT EVENTS

No significant events have occurred between the period end and the date of this interim report.

On behalf of the board

Ton Vosloo Koos Bekker

Chair Chief executive

Cape Town

26 November 2013

Note: For a reconciliation of Operating profit to Profit before taxation, refer to the "Consolidated income

statement".

* These components of other comprehensive income may subsequently be reclassified to profit or loss, except for

R365m (2012: R228m) included in the Share of associates' and joint ventures' other comprehensive income and

reserves.

Business combinations

In June 2013 the group acquired an effective 80% interest in redBus, an Indian online ticketing platform. The fair

value of the total purchase consideration was R1bn in cash. The purchase price allocation: property, plant and

equipment R4m; intangible assets R402m; cash R29m; trade and other receivables R27m; trade and other payables

R41m; deferred tax liability R120m and the balance to goodwill.

During June 2013 the option to subscribe for new shares in MIH India Global Internet Limited (MIH India), held by

Tencent Holdings Limited, expired. MIH India operates ecommerce platforms under the ibibo brand. In terms of

IFRS 10 the group exercised control over MIH India from the date that the option expired. The group previously

accounted for MIH India as a joint venture. The fair value of the total deemed purchase consideration was R321m,

being the acquisition date fair value of the interest held in MIH India. A gain of R274m has been recognised as a result

of remeasuring to fair value the existing interest in MIH India. The purchase price allocation: property, plant and

equipment R5m; intangible assets R162m; cash R71m; trade and other receivables R64m; trade and other payables

R31m; deferred tax liability R51m and the balance to goodwill.

In July 2013 the group acquired an additional interest of 28,6% in Dubizzle, an online classifieds platform centred

on Dubai. The group's total interest in Dubizzle increased to 53,6% and the group now accounts for Dubizzle as

a subsidiary. The fair value of the total purchase consideration was R939m, consisting of R477m in cash for the

additional interest and R462m being the acquisition date fair value of the existing interest held in Dubizzle. The

purchase price allocation: property, plant and equipment R2m; intangible assets R507m; cash R35m; trade and other

receivables R16m; trade and other payables R37m and the balance to goodwill. A non-controlling interest of R303m

was recognised at the acquisition date. A gain of R209m has been recognised as a result of remeasuring to fair value

the group's existing interest in Dubizzle before the acquisition of the additional interest.

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. 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 R193m. Total acquisition-related costs of R13m

were recorded in "Gains/(losses) on acquisitions and disposals" in the income statement. Had the revenues and net

results of redBus and Dubizzle been included from 1 April 2013, it would not have had a significant effect on the

group's consolidated revenue and net results.

The following investments in associated companies and joint ventures were made:

In June 2013 the group acquired an additional 6,1% interest in Souq Group Limited, an online retailer, marketplace

and payment platform business, with operations in the UAE, Saudi Arabia, Egypt and Kuwait, for R296m in cash. The

group now has a 35,8% interest in Souq Group Limited.

In July 2013 the group acquired an additional 8,6% interest in Flipkart Private Limited, a leading ecommerce site in

India, for R1 376m in cash. The group now has a 16,7% interest in Flipkart on a fully diluted basis.

The above acquisitions were primarily funded through the utilisation of existing credit facilities.

Financial instruments

The information below analyses financial assets and financial liabilities, which are carried at fair value at each reporting

period, by level of hierarchy as required by IFRS 7 and IFRS 13.

There have been no transfers between level one, two or three during the period, nor were there any significant

changes to the valuation techniques and inputs used to determine fair values.

Reconciliation of level 3 financial instrument liabilities

The following table presents the changes in level 3 instruments for the period ending 30 September 2013:

The fair value of level three financial instruments are determined using the discounted cash flow model. Business

specific adjusted discount rates are applied to estimated future cash flows. Changes in these assumptions could

affect the reported fair value of these financial instruments. The fair value of level two financial instruments are

determined with the use of exchange rates quoted in an active market and interest rate extracts from observable

yield curves.

Naspers Limited

(Registration Number: 1925/001431/06)

("Naspers")

Share code: NPN ISIN: ZAE000015889

LSE ADS code: NPSN ISIN: US 6315121003

Directors

T Vosloo (chair), J P Bekker (chief executive), C L Enenstein, D G Eriksson, F-A du Plessis, R C C Jafta,

F L N Letele, Y Ma, D Meyer, R Oliveira de Lima, S J Z Pacak, T M F Phaswana, J D T Stofberg,

B J van der Ross, J J M van Zyl

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 Proprietary Limited

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

(PO Box 4844, Johannesburg 2000)

Sponsor

Investec Bank Limited

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.

www.naspers.com