| Tue 27 Feb 2007, 8:50 | | NPN - Naspers - Naspers launches capital raising f |
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NPN
NPN
NPN - Naspers - Naspers launches capital raising for expansion
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
share code: NPN & ISIN Code: ZAE000015889
("Naspers" or the "Company" or the "Group")
NASPERS LAUNCHES CAPITAL RAISING FOR EXPANSION
Naspers today launched a capital raising by way of a private placement to
institutional investors of new Naspers N shares ("New N Shares"), to raise
the ZAR-equivalent of approximately US$750 million (the "Capital Raising").
The Capital Raising will be undertaken primarily by way of an issue of
shares for cash under the JSE Listings Requirements.
The Capital Raising will take place at a price to be established through a
bookbuilding process to be conducted by Citigroup Global Markets Limited
("Citigroup" or "Bookrunner") as Bookrunner. Bookbuilding will begin on
Wednesday 28 February 2007 and pricing is currently expected to be
announced on Thursday 8 March 2007. The timing of the closing of the book,
pricing and allocations may be amended at the absolute discretion of the
Company and the Bookrunner.
In addition, Naspers has granted an over-allotment option (the "Over-
allotment Option") to the Bookrunner, pursuant to which it may issue up to
an additional 15% (the "Over-allotment Shares") of the number of shares
placed in terms of the Capital Raising to cover over-allotments, if any.
All shares issued pursuant to the Capital Raising (including the Over-
allotment Shares) will be New N Shares. The New N Shares will, when issued,
be credited as fully paid and will rank pari passu in all respects with the
existing issued "N" ordinary shares of the Company, including the right to
receive future dividends and other distributions declared, made or paid
after the date of their issue. Application will be made for the New N
Shares to be admitted to trading on the JSE Limited.
Commenting on the proposed transaction, Koos Bekker, Chief Executive
Officer of Naspers, said: "The capital raising will strengthen our ability
to participate as a strategic partner in media companies across the
emerging markets".
International Investment Strategy
Naspers is an integrated media company operating mainly within emerging
markets. The Group`s investment strategy is to invest in media assets in
the most promising of the emerging markets. These markets have shown rapid
growth in recent years, which is expected to continue into the foreseeable
future.
Naspers`s core expertise includes packaging and distribution of key content
and services, building solid brands around these and managing the
associated subscriber platforms. Given this expertise, Naspers is well
placed to develop investment opportunities in new media services and
content businesses such as user generated content platforms, communication,
and entertainment delivered via mobile and PC platforms.
Within the emerging markets, Naspers focuses on investment opportunities in
its core platforms of pay-television, internet, mobile and print media. In
furtherance of this strategy, Naspers has already invested in substantial
media assets across emerging markets.
From 2001 and to 2006, the Group made the following acquisitions:
* Acquired an interest in Tencent, China`s leading provider of internet
and mobile value-added services. Tencent listed on the Hong Kong
Stock Exchange in June 2004 and Naspers` interest is today 36%.
Tencent is the largest instant messaging platform in China with 221
million active messaging accounts. Alexa ranks Tencent`s QQ.com as the
most visited portal in China and is ranked the 9th largest globally.
* Acquired 100% of CryptoTec conditional access business from Philips.
The business is involved in the development and sale of content
security systems. CryptoTec, when combined with Naspers` existing
Irdeto business, created a third largest player in the conditional
access market, with over 300 customers worldwide.
* Acquired a 30% interest in Abril, the leading magazine publisher in
Brazil and one of the largest media companies in Latin America.
Abril`s flagship newsweekly, Veja, is the fourth highest selling
weekly in the world. In addition, Abril also owns the country`s
leading educational book publisher.
* Acquired a 25% interest in Tixa, a privately held Chinese company,
which operates an internet contextual advertising platform targeted at
Chinese SMEs under the "Narrowad" brand name.
* Acquired an interest in Titan, a leading company in the field of
Chinese sports publishing.
* Announced the acquisition of the 38% interest in M-Net and SuperSport
held by Johnnic Communications. The consolidation of this strategic
asset will boost M-Net/SuperSport`s Black Economic Empowerment ("BEE")
ownership and facilitate future investment to transfer M-
Net/SuperSport to new technology platforms. The transaction remains
subject to regulatory approvals.
In the current calendar year, the Group made the following acquisitions:
* A 30% stake in Russian internet company Mail.ru. Mail.ru is a leading
provider of internet and communication services to the global Russian-
speaking community, estimated to be approximately 300 million people.
Ranked as the number one email service for Russian speaking users, it
provides a wide range of communication services. At present, Mail.ru
has some 24 million unique monthly visitors and about two million
instant messaging users.
* A 30% interest in popular instant-messaging service MXit Lifestyle.
MXit is an instant-messaging service for mobile phones, with about 3
million users. It allows users to send and receive text messages
using a mobile phone.
In addition to these investments, Naspers is currently pursuing several
others, some of which may be material, although no binding agreements have
been entered into at this stage.
Use of Proceeds
Proceeds from the Capital Raising will be used in the execution of
Naspers`s international investment strategy and to replenish internal
resources utilised for the purposes of Naspers` acquisition of Russian
internet portal Mail.ru, Brazilian magazine publisher Abril and Chinese
sports publisher Titan.
Recent Financial Performance Update
Naspers published its interim results for the six months ended 30 September
2006 on 29 November 2006. The Group has not published any financial
information in respect of the three month period to 31 December 2006.
However, based on currently available information, the Group continues to
grow. Revenue growth was largely driven by an increase of an additional
100,000 pay television subscribers for the period whilst advertising
revenues continued to show growth. The internet businesses maintained their
market leadership and the technology businesses showed progress.
Operating profit before amortisation and other gains/losses continued to
grow at similar levels to that reported in September 2006.
However, investors need to be aware that the Group remains subject to the
trading, political, regulatory and technological risks previously
identified, as well as those which the Group may currently not foresee.
The above financial information has not been reviewed or audited by the
Group`s auditors.
Summary Consolidated Financial and Operating Data for Naspers
For the year For the six
ended 31 March, months ended 30
September,
2005 2006 2005 2006
Income Statement Data,
IFRS
Revenue, Net 13,518 15,706 7,429 9,072
Operating Expenses:
Cost of Services and (7,726) (8,754) (4,153) (4,649)
Goods
Selling, General and (3,311) (3,948) (1,865) (2,570)
Administration
Other (Losses)/Gains Net (12) - 13 116
Operating Profit 2,469 3,004 1,424 1,969
Finance Costs, Net (217) 16 (25) (466)
Share of Equity Accounted 88 95 82 93
Results
Profit on Sale of - 74 16 -
Investments
Impairment of equity - - - (150)
accounted investment
Dilution Profits 368 - - -
Profit Before Tax 2,708 3,189 1,497 1,446
Taxation (257) (935) (430) (571)
Profit After Taxation 2,451 2,254 1,067 875
Core Headline Earnings * 1,185 2,027 914 1,308
* Core headline earnings adjusts for non-recurring and non-operational
items. The Naspers board`s view is that it represents an appropriate
measure of the sustainable operating performance of the Group.
In November 2006, Naspers announced the completion of two landmark BEE
transactions. The Welkom Yizani and Phuthuma Nathi transactions each
involved a public offer of shares to qualifying investors, in respect of
the Media24 and MultiChoice South Africa businesses, respectively.
Following completion of these transactions, BEE ownership in each of these
companies amounted to 15%. A further offer of shares in MultiChoice South
Africa, representing an additional 7.5% interest, was announced for the
first quarter of 2007.
Over-allotment Option
In connection with the Capital Raising, the Bookrunner has been granted an
option exercisable in whole or in part for a 30 day period commencing on
the date of pricing of the New N Shares. Pursuant to this option, the
Bookrunner may require the Company to issue further New N Shares equivalent
to up to a further 15% of the number of shares placed as part of the
Capital Raising at the offer price of the Capital Raising in order to cover
over-allotments, if any. In connection with this Capital Raising,
Citigroup, as stabilising manager, may allot or effect transactions which
may support the market price of Naspers N shares at a level higher than
that which might otherwise prevail for a limited period after the pricing
date. However, there is no obligation on Citigroup to do so. Such
stabilising action may under no circumstances continue beyond 30 calendar
days after the pricing date.
Citigroup is acting as sole global co-ordinator, bookrunner and stabilising
manager in the Capital Raising.
For further information, please contact the following:
Naspers:
Steve Pacak Mark Sorour Beverley Branford
Chief Financial Chief Investment Investor Relations
Officer Officer Tel: +27-21-406-
Tel: +27-21-406- Tel: +27-21-406- 4824
2480 3008 Fax: +27-21-406-
Fax: +27-21-406- Fax: +27-21-406- 2890
2921 2890
Citigroup:
Darren Uden Tom Attenborough
Managing Director Director
Tel: +44-20 7986-0410 Tel: +44-20 7986-0440
Fax: +44-20 7986-1103 Fax: +44-20 7986-1139
Disclaimer
This announcement has been issued by, and is the sole responsibility of
Naspers Limited.
The distribution of this announcement and the offer and sale of Naspers
Limited N shares in certain jurisdictions may be restricted by law. Any
persons reading this announcement should inform themselves of, and observe,
any such restrictions. This announcement is not for publication or
distribution, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of the United
States and the District of Columbia). This announcement does not in any
manner constitute an invitation to invest or an advertisement,
notification, statement or announcement soliciting investment in the shares
of Naspers Limited or an offer of securities for sale in the United States
or in any jurisdiction in which such an offer or solicitation is unlawful.
The securities referred to in this announcement have not been and will not
be registered under the U.S. Securities Act of 1933, as amended, and may
not be offered or sold in the United States, except pursuant to
registration or an applicable exemption from registration. No public
offering of securities is being made into the United States.
Certain statements in this announcement constitute "forward looking
statements" within the meaning of Section 27A of the US Securities Act of
1933 and Section 21E of the US Securities Exchange Act of 1934. Such
forward looking statements involve known and unknown risks, uncertainties
and other important factors that could cause the actual results,
performance or achievements of Naspers Limited to be materially different
from the future results, performance or achievements expressed or implied
by such forward looking statements. These factors include those discussed
in our reports submitted to the SEC. We undertake no obligation to update
publicly or release any revisions to these forward looking statements to
reflect events or circumstances after the date of this announcement or to
reflect the occurrence of unanticipated events.
Within the United Kingdom, this announcement is directed only at persons
who have professional experience in matters relating to investments who
fall within article 19(5) of the United Kingdom Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the
"Order") or are persons falling within article 49(2)(a) to (d) ("high net
worth individuals, unincorporated associations etc.") of the Order (all
such persons together being referred to as "relevant persons"). This
communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
communication relates is available only to relevant persons and will be
engaged in only with relevant persons. As regards all persons other than
relevant persons, the details of the Capital Raising and bookbuilding set
out in this announcement are for information purposes only.
No prospectus offering securities to the public will be published.
Citigroup is acting for Naspers Limited and no one else in connection with
the Capital Raising and will not be responsible to any other person for
providing the protections afforded to their respective clients, or for
providing advice in relation to the Capital Raising.
Stabilisation / FSA
Cape Town
27 February 2007
Sponsor: Investec Bank Limited
Date: 27/02/2007 08:50:01 Produced by the JSE SENS Department.
