| Thu 15 Mar 2007, 16:30 | | NPN - Naspers Limited - Pro Forma Financial Effect |
|
NPN
NPN
NPN - Naspers Limited - Pro Forma Financial Effects of the capital raising
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: ZAE000015889
("Naspers" or the "group")
NASPERS ANNOUNCES PRO FORMA FINANCIAL EFFECTS OF THE CAPITAL RAISING
Further to completion of the US$1.0 billion capital raising (the "Capital
Raising"), Naspers announces the pro forma financial effects of this
transaction. Naspers has issued a total of 45.6 million new "N" ordinary shares
(the "New "N" Shares"), including the exercise in full of the over- allotment
option, at an offer price of ZAR163.00 per New "N" Share. This represents
approximately 15.0 per cent of Naspers`s issued "N" ordinary share capital
prior to the Capital Raising (excluding treasury shares).
Approximately 7.5 million New "N" Shares were issued pursuant to a Vendor
Consideration Placement (under Section 5.62 of the JSE Listings Requirements)
in relation to the acquisition of Mail.ru. The remaining 38.1 million New "N"
Shares were issued by way of an issue of shares for cash in accordance with the
terms of the general authority granted to the directors of Naspers at the
annual general meeting of Naspers held on 25 August 2006. The JSE has granted
approval for the New "N" Shares to be admitted to trading on the JSE.
The pro forma financial effects of the Capital Raising are set out below. The
pro forma financial effects have been prepared for illustrative purposes only
and in terms of the JSE Listings Requirements and therefore, due to their
nature, may not truly reflect Naspers`s financial condition or the effect on
Naspers`s future earnings. The directors of Naspers are responsible for the
preparation of the pro forma financial effects.
Per Naspers "N" Share Before Capital After Capital %
(In ZAR Cents, unless otherwise
stated) Raising (1) Raising (2) Change
Basic EPS
EPS 284 245 (14)
HEPS 439 379 (14)
Fully diluted EPS
EPS 268 233 (13)
HEPS 415 361 (13)
Core HEPS 450 389 (14)
NAV (3) 3 100 4 886 58
NTAV (3) 2 468 4 339 76
Number of "N" shares in issue
(`000) (4) 291 355 336 955 16
Weighted average number of "N"
shares in
issue (`000) (4) 290 555 336 155 16
Fully diluted weighted average
number of "N" shares in
issue (`000)(4) 307 394 352 994 15
Notes:
(1) The information "Before Capital Raising" is based on published reviewed
financial information for the six months ended 30 September 2006.
(2) The information "After Capital Raising" is based on the following
assumptions: (i) the Capital Raising was implemented on 1 April 2006; (ii) the
proceeds of the Capital Raising will be used to fund the group`s investment
strategy. In the interim, the funds will be deposited with various financial
institutions and will earn interest income. However, no adjustments have been
made for such interest earned on the proceeds of the Capital Raising, as
required by the "Guide on Pro forma financial information" issued by the South
African Institute of Chartered Accountants in September 2005; (iii) the effects
of the BEE transactions (announced on 27 November 2006) and the Johncom
transaction (announced on 14 November 2006) were excluded from the pro forma
calculation.
(3) The NAV and NTAV per "N" ordinary share "After Capital Raising" is based
on the assumption that the Capital Raising was implemented on 30 September 2006
(4) Excluding treasury shares. In the Capital Raising, Naspers issued 45.6
million New "N" Shares at R163.00 per share. Citigroup Global Markets Limited
acted as sole global co-ordinator, bookrunner and stabilising manager in the
Capital Raising.
15 March 2007
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 ordinary 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 U.S. Securities Act of 1933 and
Section 21E of the U.S. 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 that 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
Sponsor
Investec Bank Limited
Date: 15/03/2007 16:30:01 Produced by the JSE SENS Department.
