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Naspers Limited - Results of the Phuthuma Nathi Investments Limited Naspers Limited (Incorporated in the Republic of South Africa) (Registration number 1925/001431/06) Share code: NPN ISIN: ZAE000015889 ("Naspers" or "the company") RESULTS OF THE PHUTHUMA NATHI INVESTMENTS LIMITED ("PHUTHUMA NATHI") PUBLIC OFFER AND THE INTRODUCTION OF FURTHER BLACK ECONOMIC EMPOWERMENT SHAREHOLDERS INTO MULTICHOICE AFRICA (PROPRIETARY) LIMITED ("MCSA") 1. INTRODUCTION Naspers, in furtherance of its empowerment objectives, recently implemented a Broad-Based Black Economic Empowerment ("BEE") ownership initiative in relation to MCSA. This initiative, the Phuthuma Nathi BEE transaction, will result in the acquisition by qualifying Black Persons and Black Groups ("General Black Public" or "Black Participants") of ordinary shares in the issued share capital of Phuthuma Nathi. The latter will hold ordinary shares in the issued share capital of MultiChoice South Africa Holdings (Proprietary) Limited ("MCSA Holdings"), the holding company of MCSA. Shareholders are referred to the Naspers announcement published on 26 September 2006 in this regard. 2. RESULTS OF THE PHUTHUMA NATHI PUBLIC OFFER AND ALLOCATION OF SHARES Approximately 120 000 applications were received for the 45 000 000 Phuthuma Nathi ordinary shares offered to the public ("the public offer"), pursuant to the public offer that closed on 3 November 2006 ("the closing date"). The details are as follows: Number of Phuthuma Nathi ordinary shares applied for: 130 804 555 Rand amount of R1 308 045 550. Based on these figures, the offer was almost three times subscribed. The processing of applications is currently under way and should be finalized within 10 days. In keeping with the broad-based objective of the offer, and subject to all applications having been verified, it has been resolved that all Black Person and Black Group applicants that applied for up to R50 000 in value, will be allocated the full number of Phuthuma Nathi ordinary shares they applied for (5 000). Applicants who applied for more than 5 000 Phuthuma Nathi ordinary shares, will receive 5 000 Phuthuma Nathi ordinary shares. This allocation will result in approximately 98% of all applicants receiving the full number of Phuthuma Nathi ordinary shares they applied for. The process to refund excess application monies will begin in mid-December 2006. 3. RATIONALE FOR A FURTHER MCSA EMPOWERMENT TRANSACTION Naspers recently announced that it had concluded an agreement with Johnnic Communications Limited ("Johncom"), subject to certain conditions precedent. In terms of this agreement, Naspers would exchange N ordinary shares and cash for Johncom"s direct and indirect interests in Electronic Media Network Limited/SuperSport International Holdings Limited ("M-Net/SuperSport") ("the M- Net/SuperSport transaction"). Once the M-Net/SuperSport transaction is completed, Naspers intends to transfer its total direct and indirect stake in M-Net/SuperSport into MCSA, which may result in the effective BEE interest in MCSA reducing by some 2,5%. To compensate for this, and to boost the BEE ownership of MCSA further, Naspers has agreed to make up to a further 7,5% indirect interest in MCSA available for empowerment. This is expected to be implemented by means of a public offer by a new company ("NewCo") in the first quarter of 2007 (the "New Public Offer"). 4. THE FURTHER MCSA EMPOWERMENT TRANSACTION The ordinary shares in NewCo will only be offered to those eligible Black Persons and Black groups that applied for shares in the Phuthuma Nathi and Welkom Yizani (the Media24 Limited empowerment transaction) public offers and who were not allocated all the shares in those respective public offers that they applied for ("eligible NewCo applicants"). The terms of the New Public Offer by NewCo are expected to be substantially the same as those of the Phuthuma Nathi public offer. The maximum quantum that may be applied for by eligible NewCo applicants will be the figure by which the amounts applied for in the Phuthuma Nathi and Welkom Yizani public offers were not allocated, subject to a limit of R22,5 million per applicant. 5. MECHANICS OF THE FURTHER MCSA EMPOWERMENT TRANSACTION MCSA Holdings owns 100% of MCSA. Subsequent to the finalisation of the Phuthuma Nathi public offer, and prior to the proposed New Public Offer, 85% of MCSA Holdings will be held by MIH Holdings Limited ("MIH Holdings"). MIH Holdings is expected to sell up to 7,5% of MCSA Holdings to NewCo, having regard to the fact that MCSA Holdings" only asset is its shareholding in MCSA. NewCo will finance each MCSA Holdings ordinary share purchased as follows: the issue to eligible NewCo participants of one NewCo ordinary share at an issue value of 20% of the price payable for one MCSA Holdings ordinary share; and the issue to MIH Holdings of four NewCo preference shares at an issue price of 80% of the price payable for one MCSA Holdings ordinary share. The NewCo preference shares will be redeemable over 10 years or such extended period as MIH Holdings may allow. Dividends are calculated at the rate of 75% of the prime interest rate. 6. INFORMATION RELATING TO MCSA MCSA is South Africa"s premium pay-television and internet business. MCSA also has a 29,98% interest in M-Net/SuperSport and 100% in M-Web Holdings (Proprietary) Limited ("MWEB"). Subject to the M-Net/SuperSport transaction closing, the balance of the equity of M-Net/SuperSport will be injected into MCSA. MCSA operations MCSA provides premium television entertainment through its DStv bouquets to more than 1 million subscribers in South Africa. Operations include subscriber management services and digital satellite television platforms broadcasting over 70 video and over 60 audio channels. Included are seven data channels with interactive television offerings. M-Net/SuperSport M-Net/SuperSport provide premium thematic channels and exclusive content to the subscriber base of MCSA. M-Net provides premium entertainment channels and SuperSport provides sports channels carried by MCSA on its pay-television platforms. MWEB MWEB provides the infrastructure for MCSA"s interactive platform. MWEB has approximately 340 000 subscribers. 7. FINANCIAL EFFECTS Profit on disposal to Naspers The book profit arising in respect of the New Public Offer to Naspers shareholders is expected to amount to approximately R1,1 billion. The adjustment will be made directly to equity in accordance with Naspers"s accounting policies. Pro forma financial effects The table below sets out the unaudited pro forma financial effects of the New Public Offer, which are based on the published financial results of Naspers for the year ended 31 March 2006. The unaudited pro forma financial effects, for which the Naspers board is responsible, are presented for illustrative purposes only. They may not give a fair reflection of the financial position and results of operations post the implementation of the New Public Offer. Per Naspers share Before the New After the New % Public Offer(1) Public Offer(2) Change EPS EPS (cents) 1 154 1 155 - HEPS (cents) 790 791 - Fully diluted EPS EPS (cents) 1 091 1 092 - HEPS (cents) 747 748 - NAV (cents) (3) 4 227 4 433 5 NTAV (cents) (3) 2 697 3 068 14 Number of shares in issue ("000) 311 441 311 441 Weighted average number of shares in issue ("000) 304 606 304 606 Fully diluted weighted average number of shares in issue ("000) 321 129 321 129 Notes: 1. The information "Before the New Public Offer" is based on published pro forma figures for the year ended 31 March 2006 as outlined in the announcement published on 14 November 2006. 2. The information "After the New Public Offer" is based on the following assumptions: (i) the New Public Offer was implemented on 1 April 2005; (ii) the New Public Offer preference dividend rate is a variable rate, based on 75% of the prime interest rate. The rate, assuming the current prime rate of 12%, is 9%; and (iii) the cash of R225 million received by Naspers from the New Public Offer was invested for the period at an interest rate of 7% after tax. 3. The NAV and NTAV per ordinary share "After the New Public Offer" is based on the assumption that the transaction was implemented on 31 March 2006. The NAV and NTAV were adjusted to reflect the purchase consideration received, and the accounting profit arising on the M-Net/SuperSport transaction. In addition, the NAV and NTAV attributable to the 22 500 000 MCSA Holdings shares sold to NewCo were excluded. 4. MCSA holds an effective 29,98% interest in M-Net/SuperSport and Naspers holds an effective 68,7% interest in M-Net/SuperSport after the closing of the M- Net/SuperSport transaction. 5. The effect on core HEPS is as follows: Before the New Public Offer(1): 716 cents After the New Public Offer(2): 717 cents % change: nil. 8. CONDITIONS PRECEDENT The New Public Offer is subject to NewCo undertaking the New Public Offer as outlined above. The number of MCSA Holdings ordinary shares to be acquired by NewCo will depend on the amount raised by NewCo in terms of the New Public Offer. 9. OPINIONS AND RECOMMENDATIONS The board of Naspers has considered the New Public Offer and is of the opinion that it is in the best interests of Naspers"s various stakeholders. 10. FURTHER DOCUMENTATION A further announcement will be made once the New Public Offer has been completed. Cape Town 27 November 2006 Investment bank and sponsors to Naspers Investec Corporate Finance Investec Bank Limited (Registration number 1969/004763/06) Joint attorneys and tax advisers to Naspers Webber Wentzel Bowens Joint attorneys to Naspers Jan S. de Villiers Attorneys Date: 27/11/2006 12:02:08 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
