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NPN - Naspers Limited - Supplementary announcement: Cash offer for Tradus plc
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US 6315121003
Supplementary announcement: Cash offer for Tradus plc
1. Introduction
On 18 December 2007 Naspers Limited ("Naspers" or "the group") announced that
it had reached agreement on the terms of a recommended cash offer made by MIH
Internet B.V. ("MIH"), an indirect wholly owned offshore subsidiary of Naspers,
for the entire issued and to be issued share capital of Tradus plc (formerly
QXL ricardo plc) ("Tradus") for GBP18 per Tradus share ("the Offer").
The cash consideration of the Offer, excluding costs, was approximately GBP946
million.
The Offer was to be implemented by way of a court-approved scheme of
arrangement in terms of the Companies Act 1985 of the United Kingdom ("the
Scheme").
2. Current status
On 8 February 2008 Tradus`s shareholders approved the Scheme.
The Polish competition authorities approved the transaction on
15 February 2008.
Formal court sanction of the Scheme and the related capital reduction were
completed on 6 March 2008 and the transaction became effective on 7 March 2008.
The cancellation of the listing of Tradus shares accordingly took place on 7
March 2008. Settlement of the cash consideration for the Offer is expected on or
before 21 March 2008.
As regards the trading performance of Tradus, the recently published unaudited
interim management statement for the quarter ended 31 December 2007 reflects
revenue of GBP20,5 million, a 65% increase compared with the comparable quarter
ended 31 December 2006.
3. Funding
The cash consideration of the Offer, excluding costs, is approximately GBP946
million. At the announcement of the Offer, it was indicated that the cash
consideration would be settled from cash resources and bridge funding of GBP700
million. In due course the bridge funding would be refinanced by a combination
of cash, debt and equity funding - whichever was appropriate at the time.
In view of market conditions, and the level at which Naspers shares are
trading, the board has elected that the Offer be funded entirely by existing
cash resources and debt. Accordingly, the bridge funding facility of GBP700
million has bee n replaced by a GBP 700 million syndicated three-year
revolving credit facility (the "RCF"). Agreements in respect of the RCF have
been finalised on terms which are acceptable to Naspers.
Save for the above, there has been no other significant change affecting any
matter contained in the previous announcement and no other significant new
matters have arisen that would have been required to be mentioned in that
earlier announcement.
4. Pro forma financial effects
The table below sets out the revised unaudited pro forma financial effects of
the transaction and is based on the published reviewed results of Naspers for
the six months ended 30 September 2007. The unaudited pro forma financial
effects, for which the Naspers board is responsible, are presented for
illustrative purposes only and, due to the uncertainties inherent in
forecasting, may not give a fair reflection of the financial position and
results of operations, post the implementation of the transaction.
The effect of the change in funding arrangements does not significantly alter
the previously published pro forma financial effects.
Before After
Acquisition(a) Acquisition(b) Change
cents cents %
EPS
EPS (cents) 422 361 (14)
HEPS (cents) 461 400 (13)
Fully diluted EPS
EPS (cents) 411 352 (14)
HEPS (cents) 448 389 (13)
Core HEPS (cents) 506 445 (12)
NAV per share (cents)(b) 6 257 6 257 -
TNAV per share (cents)(b) 5 713 1 918 (66)
Net number of shares
in issue (`000) 348 527 348 527 -
Weighted average number
of shares in issue (`000) 344 632 344 632 -
Fully diluted weighted
average number of shares
in issue (`000) 354 111 354 111 -
Assumptions:
(a) The information "Before Acquisition" is based on the published reviewed
results for the six months ended 30 September 2007.
(b) The information "After Acquisition" is based on the following assumptions:
(i) the acquisition was effective from 1 April 2007
(ii) the funding of the acquisition was as follows:
- existing cash resources of approximately R3,7 billion, including estimated
transaction expenses of approximately R250 million
- debt of approximately R9,8 billion at US LIBOR plus 1,75% (4,9%) pre-tax
(iii) the average pre-tax interest rate on the cash balance applied was 8%
(iv) an effective tax rate of 29% was used
(v) the income statement information was converted at R14,22: GBP1, being the
average rate for the six months ended 30 September 2007
(vi) the balance sheet information was converted at R14,03: GBP1, being the
closing rate on 30 September 2007
(vii) the effect of future hedging transactions have not been taken into
account
(viii) the NAV and tangible net asset value (TNAV) per ordinary share is based
on the assumption that the transaction was implemented on 30 September 2007.
(c) The purchase accounting for the transaction has not yet been completed and
the excess over the NAV of the target was allocated to goodwill. Any increase
in the value of intangible assets resulting from the purchase accounting will
result in future amortisation charges in the income statement. This will have
no effect on core headline earnings.
(d) The financial information for Tradus was extracted from its unaudited
interim results for the six months ended 30 September 2007.
(e) The net interest-bearing debt to equity ratio will approximate 20% after
conclusion of the acquisition.
Cape Town
7 March 2008
Sponsor
Investec
Bank Limited
Investec Bank Limited
(Registration number 1969/004763/06)
Date: 07/03/2008 13:30:01 Supplied by www.sharenet.co.za
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