| Thu 9 May 2002, 0:00 | | MIH HOLDINGS LIMITED |
|
(Incorporated in the Republic of South Africa)
(Registration number 1993/005613/06)
JSE Share code: MHH ISIN: ZAE000018941
("MIHH")
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE Share code: NPN ISIN: ZAE000015889
("Naspers")
Disposal of interest in OpenTV Corp.
Introduction
MIHH and Naspers shareholders are advised that MIHH's listed subsidiary
MIH Limited ("MIHL"), incorporated in the British Virgin Islands,
has entered into an agreement ("the sale agreement") with
Liberty Media Corporation and a wholly owned subsidiary
(collectively "Liberty") in terms of which, subject to the fulfilment of
conditions precedent, OTV Holdings Limited ("OTV"), a wholly owned
subsidiary of MIHL incorporated in the British Virgin Islands, will
dispose ("the disposal") of its interest in OpenTV Corp. ("OpenTV") to
Liberty, for a gross consideration of approximately US$185 million.
This is equivalent to approximately R1,887 billion at the date of the
agreement. MIHH's investment in OpenTV over time amounted to some
US$80 million.
Rationale
MIHL first invested in OpenTV in January 1998 with the initial intention
of utilising OpenTV to supply support technology to the MIHL group.
Since that date, OpenTV has developed into a leading provider of
interactive television (iTV) solutions and has diversified into new
business activities such as interactive applications and games channels.
Given MIHL's focus on building shareholder value through its core
subscriber platform businesses, it decided to monetise its investment
in OpenTV.
Nature of the business being sold
OpenTV is the leading provider globally of iTV solutions that meet the
needs of digital communications networks. These include iTV middleware,
applications, content-creation tools, professional services and strategic
consulting. OpenTV's wholly owned subsidiary, Static2358, is an
interactive applications provider and operates the games channel Playjam.
All contracts between OpenTV and MIHL's television platforms are
at arm's length.
The sale consideration
The consideration will be satisfied by US$38,85 million in cash and the
balance in cash or registered Liberty Media Corporation shares at
Liberty's
discretion.
Application of the sale consideration
The proceeds from the disposal will be used over time to meet ongoing
business requirements, to fund future opportunities as and when they
arise,
and to retire debt.
Details of the sale agreement
The sale agreement incorporates such terms and warranties as are usual for
a transaction of this nature.
Financial effects
The tables below highlight the financial effects of the sale of the
interest in OpenTV on MIHH and Naspers, based on their unaudited interim
results for the six-month period ended 30 September 2001:
Before 1 After Change
MIHH disposal disposal % Notes
Net loss attributable to shareholders (Rm) 697 485 30,4 3,4
Net loss from continuing operations (Rm) 493 281 43,0 3,4
Net asset value per share (cents) 809,3 423,9 (47,6) 2,5
Net tangible asset value per share (cents) 134,7 305,5 126,7 2
Loss per share
from continuing operations (cents) 195,7 111,6 43,0 4
Net loss per share (cents) 276,8 192,7 30,4 3,4
Headline loss per share (cents) 113,3 99,4 12,3 3
Notes
1. The "Before" figures are based on MIHH's unaudited interim results for
the six-month period ended 30 September 2001.
2. The effect on the net asset value and on the net tangible asset value
per MIHH share respectively is based on MIHH's unaudited balance sheet
as at 30 September 2001 and on the assumption that the disposal was
effected on 30 September 2001.
3. The effect on loss and headline loss per MIHH share respectively has been
calculated with reference to MIHH's unaudited income statement for the
six-month period ended 30 September 2001 and on the assumptions that
- the disposal was effective from 1 April 2001 and settled in cash with
immediate effect
- MIHL received interest of US$1,9 million on the proceeds,
net of related costs.
4. The pro forma effect of the loss on disposal of R2 019,5 million
(before minorities of R914 million) was excluded from these items,
as this loss relates predominantly to the acquisition goodwill arising
from the previous merger arrangement between OpenTV and Spyglass Inc..
5. Net asset value per share included the accounting goodwill that arose on
the merger arrangement between OpenTV and Spyglass Inc..
Before 1 After Change
NASPERS disposal disposal %
Headline loss attributable to shareholders (Rm) 267 240 10,1
Headline loss from continuing operations (Rm) 202 175 13,4
Headline loss per "N" ordinary share (cents) 186 167 10,2
Net asset value per "N" ordinary share (cents) 1 740 1 206 (30,7)
2,5
Net tangible asset value
per "N" ordinary share (cents) 740 977 31,9 2
Loss per "N" ordinary share (cents) 463 349 24,6 4
Headline loss from continuing operations
per "N" ordinary share (cents) 141 122 13,5
Fully diluted loss
per "N" ordinary share (cents) 419 315 24,8 4
Notes
1. The "Before" figures are based on Naspers's unaudited interim results for
the six-month period ended 30 September 2001.
2. The effect on the net asset value and on the net tangible asset value
per Naspers "N" ordinary share respectively has been based on Naspers's
unaudited balance sheet as at 30 September 2001 and on the assumption
that the disposal was effected in full on 30 September 2001.
3. The effect on loss and headline loss per Naspers "N" ordinary share
respectively has been calculated with reference to Naspers's unaudited
income statement for the six-month period ended 30 September 2001 and
on the assumptions that
- the disposal was effective from 1 April 2001 and settled in cash with
immediate effect
- MIHL received interest of US$1,9 million on the proceeds,
net of related costs.
4. The pro forma effect of the loss on disposal of R2 019,5 million
(before minorities of R1 163 million) was excluded from these items,
as this loss relates predominantly to the acquisition goodwill arising
from the previous merger arrangement between OpenTV and Spyglass Inc..
5. Net asset value per share included the accounting goodwill that arose
on the merger arrangement between OpenTV and Spyglass inc..
Conditions precedent
The implementation of the disposal is subject to fulfilment of certain
conditions precedent, which include, inter alia
- the approval of the disposal by MIHH shareholders in general meeting in
terms of the requirements of the JSE Securities Exchange South Africa
- approval by various regulatory and competition authorities.
Circulars to MIHH and Naspers shareholders
Circulars containing full details of
- the disposal
- a notice of general meeting of MIHH shareholders
- a form of proxy for completion by holders of certificated MIHH shares
- instructions to holders of dematerialised MIHH shares on action
they may take through their respective Central Securities
Depository Participants
will be posted to MIHH and Naspers shareholders on or about 30 May 2002.
8 May 2002 8 May 2002
Randburg Cape Town
Financial adviser
Merrill Lynch
Merrill Lynch International
Registered in England
Registration number 2312079
Regulated by The Financial Services Authority
Sponsor to MIHH
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Sponsor to Naspers in respect of this transaction
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Sponsor to Naspers
Gensec Bank Limited
(Registration number 1996/004744/06)
Attorneys in USA in respect of this transaction
Cravath, Swaine & Moore
Attorneys in South Africa in respect of this transaction
WWB
Webber Wentzel Bowens
Reporting Accountants
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
