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NASPERS LIMITED - Audited Results for the year ended 31 March 2014

Release Date: 23/06/2014 07:05
Code(s): NPN     PDF:  
Wrap Text
Audited Results for the year ended 31 March 2014

NASPERS

NASPERS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1925/001431/06)
("Naspers")
JSE share code: NPN   ISIN: ZAE000015889
LSE share code: NPSN   ISIN: US 6315121003

Provisional Report

Summary of the audited results of
the Naspers group for the year ended
31 March 2014

What type of business are we
building?
A multinational group of ecommerce and
media platforms.

Commentary
The Naspers group had a lively year with progress in several businesses. The financial results are detailed below, but
in summary we report robust consolidated revenue growth of 26%, driven by both the internet and pay-television
businesses. This growth was fuelled by development spend of R7,7bn – up 79% on last year – devoted particularly to
ecommerce and digital terrestrial television (DTT). As previously cautioned, this expansionary spend had the effect
of limiting core earnings to R8,6bn, approximately the same as last year.

Looking forward, our established businesses should continue to be in the aggregate cash flow positive, profitable
and growing. Our goal is to invest in new ventures that will deliver value over the long term. With this in mind, we
will continue to invest heavily for organic growth and may also acquire new businesses within our fields of focus. Our
belief is that, through a combination of attractive markets and appealing customer product offerings such as online
classifieds, etail and DTT, we have a realistic prospect for growth over the medium term.

Whilst aggressively investing for the long term limits short-term earnings and cash flows, we believe this strategy to
be sound. Our aim is to deliver superior value to our shareholders over time and to contribute to the communities in
which we operate.

FINANCIAL REVIEW
Consolidated revenues grew 26% to R62,7bn, boosted largely by growth in our internet businesses. Also influential
was a rand that depreciated by an average 19% over the period against a basket of our main operating currencies.
Expanding our ecommerce and DTT businesses resulted in development spend accelerating by 79% to R7,7bn
(2013: R4,3bn).

Net interest on borrowings increased to R1,261bn (2013: R636m), due both to the rand depreciation and increased
borrowings utilised to fund acquisitions and growth.

Tencent and Mail.ru reported strong growth. Our share of equity-accounted results includes once-off gains of R2,9bn
flowing from Mail.ru's sale of shares in Facebook and Qiwi, as well as gains from Tencent's merger of some of its
ecommerce businesses with JD.com and the sale of its interest in ChinaVision. These gains, being non-recurring, have
been excluded from core headline earnings.

An impairment charge of R1,6bn has been recognised in other gains/losses and relates mainly to the flash-sale fashion
businesses in our ecommerce segment, such as FashionDays, Brandsclub and Markafoni. These failed to achieve
targets and we impaired goodwill and other intangibles during the first half of the year. In addition, our associate
investment in Abril has been fully written down in the current year and is the main item included in impairment of
equity-accounted investments.

A rather theoretical dilution loss of R852m on our equity-accounted investments was booked, mainly stemming from
Tencent buying back its own shares.

For many years we have held our core headline earnings as the most reliable indicator of sustainable operating
performance. In the past year this measure was marginally higher at R8,6bn – R21,81 per N ordinary share. Free cash
flow for the period was an outflow of R349m – largely due to capex in DTT networks and the accelerated development
spend.

Consolidated balance sheet gearing stands at 23%, excluding transponder leases and non-interest bearing liabilities.

Any forecasts in this provisional report have not been audited, reviewed or reported on by the company's external
auditor.

SEGMENTAL REVIEW
This segmental review includes our consolidated subsidiaries, plus a proportionate consolidation of associated
companies and joint ventures.

Internet
Our internet units showed strong growth. In total, segment revenues are up 65% to R57bn. The ramp-up in
development spend resulted in slower trading profit growth of 8% to R6,6bn. Our internet activities are rapidly
transforming themselves into mobile-focused operations.

Tencent
Performed rather well in a dynamic and highly competitive Chinese market. A shift is occurring in user traffic from
PC to mobile devices, driving substantial changes across different sectors of the Chinese internet industry, including
communications, social networking, online games, media and ecommerce.

Tencent consolidated its leading position in communication and games in China, while strengthening its stance in
ecommerce. Revenue for the year was RMB60bn, up 38%, while non-GAAP profit attributable to shareholders was
19% higher at RMB17,1bn.

Core platforms QQ instant messaging (QQ IM), Qzone (the leading social networking service platform in China) and
Weixin (a next-generation communications service for smartphones) recorded solid growth. At 31 March 2014, QQ IM
had 848m monthly active user accounts and 200m peak concurrent active user accounts; Qzone had 644m monthly
user accounts; Weixin, known as WeChat internationally, had a combined 396m monthly active users and enjoys an
excellent market position in China, evolving from a pure communications service into a multifunctional platform.

In the PC gaming market, Tencent published six of the top ten games in China, while Riot Games' League of Legends
enjoyed growth in international markets. Revenue from online games and social networks also benefited from
smartphone mobile games integrated into the mobile QQ and Weixin platforms.

Two transactions will augment Tencent's search and ecommerce businesses:
- In a strategic partnership with Sohu, Tencent invested in and merged its SoSo search business and certain other
  assets with Sogou in return for a 36,5% interest.
- During March 2014, Tencent merged the Paipai consumer-to-consumer (C2C) and Wanggou business-to-consumer
  (B2C) marketplace businesses into JD.com in return for a 15% interest. A strategic cooperation agreement was
  also finalised, which will see Tencent further support the growth of JD.com.

Mail.ru
Reported good results with growth across all major segments. Revenue for 2013 was RUB27bn, up 30% year on year,
while group aggregate net profit rose 36% to RUB11,4bn.

Mail.ru saw expansion of contextual advertising revenue as it continued to replace general display ads with targeted
advertising. Online games and internet value-added services (IVAS) performed well. Revenue for massive multiplayer
online games grew 41% year on year to RUB6,7bn, with Warface gaining traction in both users and revenue. IVAS
grew 29% year on year to RUB8,7bn. Monthly paying users reached 7,6m. Throughout 2013 numerous products were
updated and new products launched, including cloud-based services.

Ecommerce
Revenues from all our ecommerce activities over the past year grew well and increased 64% to R20,3bn. Ecommerce
is an area of expansion and we incurred development spend here of some R5,6bn. As a consequence, the trading loss
for this segment widened to R5,3bn.

The Allegro marketplace business and some classified and price-comparison businesses delivered improving
profitability. We expanded our online retail operation, which also recorded strong organic expansion.

A focus of attention was online classifieds, where we own and operate sites in some 40 countries in Eastern Europe,
Asia, Africa, Latin America (LatAm) and the Middle East. Talent and execution were improved.

Progress on this front produced 429m daily page views across various classifieds sites, an increase of 200%, with
mobile traffic and engagement lifting. Several markets evidenced higher traction and growth ahead of competitors.
We are stepping up investments to capitalise on this momentum.

Our payments businesses delivered growth. Experienced leadership was introduced in several positions. We hope to
grow this into a meaningful business in coming years.

Our price-comparison business saw growth in revenues. The units across LatAm, Africa, and Central and Eastern
Europe were combined into a global unit.

Pay television
Our pay-television business reported growth in revenues. Subscriber numbers are up by 1,3m households, taking the
base to over 8m homes across 50 countries in sub-Saharan Africa.

Revenues grew by 20% to R36,3bn. Investments in DTT services resulted in trading profits creeping up at a slower
13% to R8,5bn. DTT coverage has been expanded and now covers eight countries and 92 cities.

We continue to invest in our online offering, expanding our services on mobile phones, tablets and computers, and
launched an improved personal video recorder.

Print media
The print media segment experienced a tough year with flat revenues and declining margins. Media24 managed
small revenue growth of 1%, but trading profit declined by 7%. Abril had a poor year, as revenues declined and
restructuring lagged. Our online/mobile media and news efforts have seen audience and engagement growth.

DIVIDEND NUMBER 85
The board recommends that the annual gross dividend be increased by 10% to 425c (previously 385c) per listed
N ordinary share, and 85c (previously 77c) per unlisted A ordinary share. If confirmed by shareholders at the
annual general meeting on 29 August 2014, dividends will be payable to shareholders recorded in the books on
Friday 19 September 2014 and will be paid on Monday 22 September 2014. The last date to trade cum dividend
will be on Friday 12 September 2014 (the shares therefore to trade ex dividend from Monday 15 September 2014).
Share certificates may not be dematerialised or rematerialised between Monday 15 September 2014 and Friday
19 September 2014, both dates inclusive.

The dividend will be declared from income reserves. No STC credits are available for use as part of this declaration.
The dividend will therefore be subject to the dividend tax rate of 15%, yielding a net dividend of 361,25c per listed
N ordinary share and 72,25c per unlisted A ordinary share to those shareholders not exempt from paying dividend
tax. Such dividend tax will amount to 63,75c per listed N ordinary share and 12,75c per unlisted A ordinary share.
The issued ordinary share capital as at 20 June 2014 is 416 812 759 N ordinary shares and 712 131 A ordinary shares.
The company's income tax reference number is 9550138714.

DIRECTORATE
As previously reported, Steve Pacak (financial director) will retire on 30 June 2014, but will remain on the board as a
non-executive director. Basil Sgourdos, presently CFO of Naspers, will succeed him and will be appointed to the board
as financial director effective 1 July 2014.

PREPARATION OF THE PROVISIONAL REPORT
The preparation of the financial results was supervised by our financial director, Steve Pacak, CA(SA). These results
were made public on 23 June 2014.

On behalf of the board

Ton Vosloo                                                 Bob van Dijk
Chair                                                      Chief executive
Cape Town
23 June 2014

                                                         Revenue
                                                   Year ended 31 March
                                              2014            2013
Segmental                                               (Restated)           %
review                                         R'm             R'm      change
Internet                                    57 018          34 587          65
– Tencent                                   34 256          20 532          67
– Mail.ru                                    2 407           1 669          44
– Ecommerce                                 20 355          12 386          64
Pay television                              36 271          30 257          20
Print                                       11 692          11 932         (2)
Segment revenue                            104 981          76 776          37
Less: Equity-accounted investments        (42 253)        (26 907)          57
Consolidated                                62 728          49 869          26



                                                         EBITDA
                                                   Year ended 31 March
                                              2014            2013
Segmental                                               (Restated)         %
review                                         R'm             R'm      change
Internet                                     8 540           7 389          16
– Tencent                                   12 232           8 603          42
– Mail.ru                                    1 286             895          44
– Ecommerce                                (4 978)         (2 109)      >(100)
Pay television                              10 370           8 933          16
Print                                        1 073           1 167         (8)
Corporate services                           (150)           (138)          –
Segment EBITDA                              19 833          17 351          14
Less: Equity-accounted investments        (13 442)         (9 565)          41
Consolidated                                 6 391           7 786        (18)
EBITDA refers to earnings before interest, tax, depreciation and amortisation.



                                                     Trading profit
                                                  Year ended 31 March
                                             2014             2013
Segmental                                               (Restated)          %
review                                        R'm              R'm     change
Internet                                    6 638            6 163          8
– Tencent                                  10 792            7 702         40
– Mail.ru                                   1 175              798         47
– Ecommerce                               (5 329)          (2 337)     >(100)
Pay television                              8 520            7 559         13
Print                                         606              743       (18)
Corporate services                          (151)            (139)          –
Segment trading profit                     15 613           14 326          9
Less: Equity-accounted investments       (11 707)          (8 414)         39
Consolidated                                3 906            5 912       (34)

                                                      Year ended   Year ended   
                                                        31 March     31 March   
                                                            2014         2013   
Reconciliation of trading profit                                   (Restated)   
to operating profit                                          R'm          R'm   
Trading profit                                             3 906        5 912   
Finance cost on transponder leases                           356          231   
Amortisation of intangible assets                          (711)        (996)   
Other gains/(losses) – net                               (1 320)        (735)   
Retention option expense                                   (132)        (138)   
Equity-settled share-based charge                           (81)        (175)   
Operating profit                                           2 018        4 099   


Note: For a reconciliation of operating profit to profit before taxation, refer to the "Consolidated income statement".

                                                             Year ended   Year ended            
                                                               31 March     31 March            
                                                                   2014         2013            
Consolidated                                                              (Restated)        %   
income statement                                      Note          R'm          R'm   change   
Revenue                                                          62 728       49 869       26   
Cost of providing services and sale of goods                   (35 416)     (27 676)            
Selling, general and administration expenses                   (23 974)     (17 359)            
Other gains/(losses) – net                                      (1 320)        (735)            
Operating profit                                                  2 018        4 099     (51)   
Interest received                                        6          606          443            
Interest paid                                            6      (2 466)      (1 495)            
Other finance income/(costs) – net                       6        (267)        (258)            
Share of equity-accounted results                        7       10 835        8 778            
– excluding net gain on disposal of investments                   7 906        6 130       29   
– net gain on disposal of investments                             2 929        2 648            
Impairment of equity-accounted investments                      (1 201)      (2 137)            
Dilution losses on equity-accounted investments                   (852)         (96)            
Gains/(losses) on acquisitions and disposals                        751         (53)            
Profit before taxation                                   8        9 424        9 281        2   
Taxation                                                        (2 895)      (2 533)            
Profit for the year                                               6 529        6 748      (3)   
Attributable to:                                                                                
Equity holders of the group                                       5 751        6 047            
Non-controlling interest                                            778          701            
                                                                  6 529        6 748            
Core headline earnings for the year (R'm)                5        8 616        8 533        1   
Core headline earnings per N ordinary share (cents)               2 181        2 216      (2)   
Fully diluted core headline earnings per                                                        
N ordinary share (cents)                                          2 125        2 164      (2)   
Headline earnings for the year (R'm)                     5        5 981        6 630     (10)   
Headline earnings per N ordinary share (cents)                    1 514        1 722     (12)   
Fully diluted headline earnings per N ordinary                                                  
share (cents)                                                     1 475        1 681     (12)   
Earnings per N ordinary share (cents)                             1 456        1 570      (7)   
Fully diluted earnings per N ordinary share (cents)               1 418        1 533      (8)   
Net number of shares issued ('000)                                                              
– at year-end                                                   397 625      394 272            
– weighted average for the year                                 395 078      385 064            
– fully diluted weighted average                                405 469      394 365            


                                                                       Year ended   Year ended   
                                                                         31 March     31 March   
                                                                             2014         2013   
Condensed consolidated                                                              (Restated)   
statement of comprehensive income                                             R'm          R'm   
Profit for the year                                                         6 529        6 748   
Total other comprehensive income, net of tax, for the year*                 6 727        1 527   
Translation of foreign operations                                           4 910        5 292   
Fair value losses                                                             (7)            –   
Cash flow hedges                                                            (204)          237   
Share of other comprehensive income and reserves of equity-accounted                             
investments                                                                 1 951      (3 946)   
Tax on other comprehensive income                                              77         (56)   
Total comprehensive income for the year                                    13 256        8 275   
Attributable to:                                                                                 
Equity holders of the group                                                12 492        7 463   
Non-controlling interest                                                      764          812   
                                                                           13 256        8 275   


* These components of other comprehensive income may subsequently be reclassified to profit or loss, except for
  R552m (2013: R401m) included in the Share of equity-accounted investments' other comprehensive income and
  reserves.

                                                            Year ended   Year ended   
                                                              31 March     31 March   
                                                                  2014         2013   
Condensed consolidated                                                   (Restated)   
statement of changes in equity                                     R'm          R'm   
Balance at beginning of the year                                55 853       49 576   
Changes in share capital and premium                                                  
Movement in treasury shares                                       (17)      (1 695)   
Share capital and premium issued                                 1 293        2 067   
Changes in reserves                                                                   
Total comprehensive income for the year                         12 492        7 463   
Movement in share-based compensation reserve                       487          441   
Movement in existing control business combination reserve        (340)        (700)   
Movement in valuation reserve                                        –           39   
Direct retained earnings movements                                  23         (98)   
Dividends paid to Naspers' shareholders                        (1 526)      (1 291)   
Changes in non-controlling interest                                                   
Total comprehensive income for the year                            764          812   
Dividends paid to non-controlling shareholders                 (1 142)      (1 180)   
Movement in non-controlling interest in reserves                   318          419   
Balance at end of year                                          68 205       55 853   
Comprising:                                                                           
Share capital and premium                                       16 337       15 061   
Retained earnings                                               31 971       27 723   
Share-based compensation reserve                                 5 082        4 006   
Existing control business combination reserve                  (1 065)        (688)   
Hedging reserve                                                  (262)        (175)   
Valuation reserve                                                3 005        1 623   
Foreign currency translation reserve                            11 085        6 191   
Non-controlling interest                                         2 052        2 112   
Total                                                           68 205       55 853   


                                                            Year ended   Year ended   
                                                              31 March     31 March   
                                                                  2014         2013   
Condensed consolidated statement                                         (Restated)   
of financial position                            Note              R'm          R'm   
Assets                                                                                
Non-current assets                                             100 212       76 120   
Property, plant and equipment                                   17 053       13 716   
Goodwill                                            9           25 811       21 593   
Other intangible assets                                          5 702        4 802   
Investments in associates                          10           47 755       32 767   
Investments in joint ventures                      10            1 727          620   
Investments and loans                              10            1 193        1 808   
Derivatives                                                          2           72   
Deferred taxation                                                  969          742   
Current assets                                                  28 390       27 143   
Inventory                                                        2 882        1 936   
Programme and film rights                                        1 979        1 868   
Trade receivables                                                4 849        4 042   
Other receivables and loans                                      4 807        3 149   
Derivatives                                                        209          449   
Cash and cash equivalents                                       13 664       15 653   
                                                                28 390       27 097   
Non-current assets held-for-sale                                     –           46   
Total assets                                                   128 602      103 263   
Equity and liabilities                                                                
Share capital and reserves                                      66 153       53 741   
Share capital and premium                                       16 337       15 061   
Other reserves                                                  17 845       10 957   
Retained earnings                                               31 971       27 723   
Non-controlling shareholders' interest                           2 052        2 112   
Total equity                                                    68 205       55 853   
Non-current liabilities                                         36 549       29 176   
Capitalised finance leases                                       6 768        5 868   
Liabilities – interest-bearing                     12           27 395       20 571   
– non-interest-bearing                                             452          276   
Post-employment medical liability                                  176          161   
Derivatives                                                        364          972   
Deferred taxation                                                1 394        1 328   
Current liabilities                                             23 848       18 234   
Current portion of long-term debt                                2 628        2 296   
Trade payables                                                   5 318        4 107   
Accrued expenses and other current liabilities                  13 981       10 228   
Derivatives                                                        840          180   
Bank overdrafts and call loans                                   1 081        1 423   
Total equity and liabilities                                   128 602      103 263   
Net asset value per N ordinary share (cents)                    16 637       13 630   


                                                            Year ended   Year ended   
                                                              31 March     31 March   
                                                                  2014         2013   
Condensed consolidated                                                   (Restated)   
statement of cash flows                                            R'm          R'm   
Cash flow generated from operating activities                    3 274       10 035   
Cash flow utilised in investing activities                     (8 036)      (6 409)   
Cash flow generated from financing activities                    2 114        1 286   
Net movement in cash and cash equivalents                      (2 648)        4 912   
Foreign exchange translation adjustments                         1 001          670   
Cash and cash equivalents at beginning of the year              14 230        8 648   
Cash and cash equivalents at end of the year                    12 583       14 230   


Notes to the summarised consolidated financial results
1.   General information
     The principal activities of Naspers and its operating subsidiaries, joint ventures and associated 
     companies (collectively "the group") are the operation of media and internet platforms. Our principal
     operations are in ecommerce and other internet services, pay-television services and print media.

2.   Basis of presentation and accounting policies
     The provisional report is prepared in accordance with the requirements of the JSE Limited Listings 
     Requirements and the South African Companies Act No 71 of 2008. The listings requirements require 
     provisional reports to be prepared in accordance with the framework concepts, the measurement and 
     recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial 
     Reporting Guides as issued by the Accounting Practices Committee, and Financial Pronouncements as 
     issued by the Financial Reporting Standards Council, and also to, as a minimum, contain the information 
     required by IAS 34 Interim Financial Reporting. 
     The accounting policies applied in the preparation of the consolidated financial statements from which
     the condensed consolidated provisional financial statements were derived, are in terms of IFRS and are, 
     except as noted below, also consistent with those applied in the previous annual financial statements.
     The group's reportable segments reflect those components of the group that are regularly reviewed by 
     the chief executive officer and other senior executives, who make strategic decisions in accordance with 
     IFRS 8 Operating Segments. The group proportionately consolidates its share of the results of its 
     associated companies and joint ventures in the various reportable segments. This is considered to be more
     reflective of the economic value of these investments.

     The group aggregated the previously reported "other internet" segment with the ecommerce segment as
     these segments are now considered to have similar economic characteristics and meet the aggregation criteria
     of IFRS 8. Comparative information has been restated accordingly.
     Trading profit excludes amortisation of intangible assets (other than software), equity-settled share scheme
     charges, retention option expenses and other gains/losses, but includes the finance cost on transponder leases.
     Core headline earnings exclude once-off and non-operating items. We believe that it is a useful measure for
     shareholders of the group's sustainable operating performance. However, this is not a defined term under IFRS
     and may not be comparable with similarly titled measures reported by other companies.

3.   Independent audit
     The annual financial statements have been audited by the company's auditor, PricewaterhouseCoopers Inc.,
     whose unqualified audit reports on the annual financial statements and provisional report are available 
     for inspection at the registered office of the company. The auditor's report does not necessarily cover 
     all of the information contained in this provisional report. Shareholders are therefore advised that in 
     order to obtain a full understanding of the nature of the auditor's work, they should obtain a copy of 
     that report, together with the annual financial statements, from the registered office of the company. 
     The annual financial statements, together with the integrated report, will be available on www.naspers.com 
     on or about 31 July 2014.

4.   Changes in accounting policies
     The group has adopted all new and amended accounting pronouncements as issued by the International
     Accounting Standards Board (IASB), which were effective for financial years commencing on 1 April 2013. 
     The following key new pronouncements have been adopted:

IFRS 10 Consolidated Financial Statements
IFRS 10 replaces the consolidation and control guidance previously contained in IAS 27 Consolidated and
Separate Financial Statements and SIC-12 Consolidation – Special Purpose Entities. The application of IFRS 10 did
not result in any changes in the consolidation status of the group's subsidiaries and consequently no changes to
the group's consolidated financial results.

IFRS 13 Fair Value Measurement
IFRS 13 aims to improve consistency and reduce complexity by providing a precise definition of fair value and a
single source of fair value measurement and disclosure requirements for use across IFRS. IFRS 13 was adopted
and applied prospectively and it was assessed that the adoption did not result in any material impact on the
financial results of the group.

IFRS 11 Joint Arrangements
IFRS 11 replaces the guidance previously contained in IAS 31 Interests in Joint Ventures and SIC-13 Jointly
Controlled Entities – Non-Monetary Contributions by Venturers. Significantly, IFRS 11 requires all interests in joint
ventures to be accounted for under the equity method. The group previously accounted for its interests in joint
ventures by applying proportionate consolidation – a line-by-line consolidation of the group's share of the results
of the joint ventures.

The group has applied IFRS 11 on a fully retrospective basis by accounting for joint ventures in terms of the
equity method from the beginning of the earliest period presented in this provisional report, 1 April 2012.
The impact of the adoption of IFRS 11 on the group's consolidated financial results is illustrated below (the
application of IFRS 11 did not have a significant impact on the statement of comprehensive income).

                                                            Year ended 31 March 2013              
                                                                    Change in                
                                                     Previously    accounting                
                                                       reported        policy     Restated   
Consolidated income statement                               R'm           R'm          R'm   
Revenue                                                  50 249         (380)       49 869   
Cost of providing services and sale of goods           (27 852)           176     (27 676)   
Selling, general and administration expenses           (17 751)           392     (17 359)   
Other gains/(losses) – net                                (831)            96        (735)   
Operating profit                                          3 815           284        4 099   
Interest received                                           433            10          443   
Interest paid                                           (1 501)             6      (1 495)   
Other finance income/(costs) – net                        (248)          (10)        (258)   
Share of equity-accounted results                         9 001         (223)        8 778   
– excluding net gain on disposal of investments           6 359         (229)        6 130   
– net gain on disposal of investments                     2 642             6        2 648   
Impairment of equity-accounted investments              (2 057)          (80)      (2 137)   
Dilution losses on equity-accounted investments            (96)             –         (96)   
Losses on acquisitions and disposals                       (47)           (6)         (53)   
Profit before taxation                                    9 300          (19)        9 281   
Taxation                                                (2 552)            19      (2 533)   
Profit for the year                                       6 748             –        6 748   
Condensed consolidated statement                                                             
of cash flows                                                                                
Cash flow generated from operating activities             9 845           190       10 035   
Cash flow utilised in investing activities              (6 213)         (196)      (6 409)   
Cash flow generated from financing activities             1 280             6        1 286   
Net movement in cash and cash equivalents                 4 912             –        4 912   
Foreign exchange translation adjustments                    687          (17)          670   
Cash and cash equivalents at beginning of the year        8 791         (143)        8 648   
Cash and cash equivalents at end of the year             14 390         (160)       14 230   


                                           Year ended 31 March 2013                As at 1 April 2012

Condensed                                       Change in                               Change in              
consolidated                       Previously  accounting                 Previously   accounting              
statement of                         reported      policy     Restated      reported       policy   Restated
financial position                        R'm         R'm          R'm           R'm          R'm        R'm
Assets                                                                                                         
Non-current assets                     76 109          11       76 120        62 037         (26)     62 011   
Property, plant and equipment          13 810        (94)       13 716         8 879        (115)      8 764   
Goodwill and other intangible                                                                                  
assets                                 26 440        (45)       26 395        21 768        (175)     21 593   
Investments in associates and                                                                                  
joint ventures                         33 150         237       33 387        28 095          366     28 461   
Investments and loans                   1 891        (83)        1 808         2 564         (97)      2 467   
Derivatives                                72           –           72            86            –         86   
Deferred taxation                         746         (4)          742           645          (5)        640   
Current assets                         27 427       (284)       27 143        19 241        (250)     18 991   
Inventory                               1 941         (5)        1 936         1 238          (7)      1 231   
Programme and film rights               1 868           –        1 868         1 522            –      1 522   
Trade and other receivables                                                                                    
and loans                               7 310       (119)        7 191         5 935        (100)      5 835   
Derivatives                               449           –          449            85            –         85   
Cash and cash equivalents              15 813       (160)       15 653         9 825        (143)      9 682   
                                       27 381       (284)       27 097        18 605        (250)     18 355   
Non-current assets                                                                                             
held-for-sale                              46           –           46           636            –        636   
Total assets                          103 536       (273)      103 263        81 278        (276)     81 002   
Total equity                           55 853           –       55 853        49 576            –     49 576   
Non-current liabilities                29 192        (16)       29 176        17 845         (41)     17 804   
Long-term liabilities                  26 720         (5)       26 715        15 552         (25)     15 527   
Post-employment medical                                                                                        
liability                                 164         (3)          161           139          (2)        137   
Derivatives                               972           –          972           839            –        839   
Deferred taxation                       1 336         (8)        1 328         1 315         (14)      1 301   
Current liabilities                    18 491       (257)       18 234        13 857        (235)     13 622   
Current portion of long-term                                                                                   
debt                                    2 298         (2)        2 296         1 613          (3)      1 610   
Trade payables                          4 179        (72)        4 107         2 865         (72)      2 793   
Accrued expenses and other                                                                                     
current liabilities                    10 411       (183)       10 228         7 981        (160)      7 821   
Derivatives                               180           –          180           206            –        206   
Bank overdrafts and call loans          1 423           –        1 423         1 034            –      1 034   
                                       18 491       (257)       18 234        13 699        (235)     13 464   
Liabilities classified as                                                                                      
held-for-sale                               –           –            –           158            –        158   
Total equity and liabilities          103 536       (273)      103 263        81 278        (276)     81 002   


5.   Headline and core headline earnings                                                         
                                                                       Year ended   Year ended   
                                                                         31 March     31 March   
                                                                             2014         2013   
     Calculation of headline                                                        (Restated)   
     and core headline earnings                                               R'm          R'm   
     Profit attributable to equity holders of the group                     5 751        6 047   
     Adjusted for:                                                                               
     –  insurance proceeds                                                      –          (2)   
     –  impairment of property, plant and equipment and other assets          112           97   
     –  impairment of goodwill and intangible assets                        1 461          588   
     –  (profit)/loss on sale of property, plant and equipment and                              
        intangible assets                                                    (58)           17   
     –  gains on acquisitions and disposals of investments                   (45)         (11)   
     –  remeasurement of previously held interest                           (700)            –   
     –  dilution losses on equity-accounted investments                       852           96   
     –  remeasurements included in equity-accounted earnings              (2 447)      (2 278)   
     –  impairment of equity-accounted investments                          1 201        2 137   
                                                                            6 127        6 691   
     Total tax effects of adjustments                                        (81)         (29)   
     Total adjustment for non-controlling interest                           (65)         (32)   
     Headline earnings                                                      5 981        6 630   
     Adjusted for:                                                                               
     –  equity-settled share-based charges                                  1 120          850   
     –  reversal/(recognition) of deferred tax assets                          58        (195)   
     –  special dividend income                                                 –        (423)   
     –  taxation adjustment                                                     –        (191)   
     –  amortisation of intangible assets                                   1 385        1 403   
     –  fair value adjustments and currency translation differences          (47)          273   
     –  retention option expense                                              128          135   
     –  business combination (profits)/losses                                 (9)           51   
     Core headline earnings                                                 8 616        8 533   
6.   Interest received/(paid)                                                                    
                                                                       Year ended   Year ended   
                                                                         31 March     31 March   
                                                                             2014         2013   
                                                                                    (Restated)   
                                                                              R'm          R'm   
     Interest received                                                        606          443   
     –  loans and bank accounts                                               456          408   
     –  other                                                                 150           35   
     Interest paid                                                        (2 466)      (1 495)   
     –  loans and overdrafts                                              (1 717)      (1 044)   
     –  transponder leases                                                  (356)        (231)   
     –  other                                                               (393)        (220)   
     Other finance income/(cost) – net                                      (267)        (258)   
     –  net foreign exchange differences and fair value adjustments                             
        on derivatives                                                      (344)        (383)   
     –  preference dividends received                                          77          125   


7.   Equity-accounted results                                                                                         
     The group's equity-accounted associated companies and joint ventures contributed to the 
     consolidated financial results as follows:                                                                                              


                                                                      Year ended   Year ended   
                                                                        31 March     31 March   
                                                                            2014         2013   
                                                                                   (Restated)   
                                                                             R'm          R'm   
     Share of equity-accounted results                                    10 835        8 778   
     –  sale of assets                                                      (19)            –   
     –  sale of investments                                              (2 929)      (2 648)   
     –  impairment of investments                                            532          348   
     –  gains on acquisitions and disposals                                    –          (8)   
     Contribution to headline earnings                                     8 419        6 470   
     –  amortisation of intangible assets                                    897          692   
     –  equity-settled share scheme charges                                  987          675   
     –  business combination costs                                             –           13   
     –  special dividend income                                                –        (423)   
     –  taxation adjustment                                                    –        (191)   
     –  fair value adjustments and currency translation differences        (181)         (61)   
     –  reversal/(recognition) of deferred tax assets                         35        (195)   
     Contribution to core headline earnings                               10 157        6 980   
     Tencent                                                               9 724        6 652   
     Mail.ru                                                                 911          652   
     Abril                                                                 (110)         (69)   
     Other                                                                 (368)        (255)   


8.   Profit before taxation
     Apart from the items detailed above, profit before taxation has been determined after taking 
     into account, inter alia, the following:

                                                                       Year ended   Year ended   
                                                                         31 March     31 March   
                                                                             2014         2013   
                                                                                    (Restated)   
                                                                              R'm          R'm   
     Depreciation of property, plant and equipment                          1 942        1 493   
     Amortisation                                                             898        1 146   
     –  intangible assets                                                     711          996   
     –  software                                                              187          150   
     Other gains/(losses) – net                                           (1 320)        (735)   
     –  profit/(loss) on sale of property, plant and equipment                                  
        and intangible assets                                                  58         (17)   
     –  impairment of goodwill and intangible assets                      (1 461)        (588)   
     –  impairment of property, plant and equipment and other assets        (112)         (97)   
     –  insurance proceeds                                                      –            2   
     –  fair value adjustment of financial instruments                        195         (35)   
     Gains/(losses) on acquisitions and disposals                             751         (53)   
     –  profit on sale of investments                                          44           68   
     –  losses recognised on loss of control transactions                       –         (44)   
     –  remeasurement of contingent consideration                              48           13   
     –  acquisition-related costs                                            (41)         (73)   
     –  remeasurement of previously held interest                             700            –   
     –  other                                                                   –         (17)   


9.   Goodwill
     Goodwill arises on the acquisition of interests in subsidiaries and is subject to an 
     annual impairment assessment.
     Movements in the group's goodwill for the year are detailed below:

                                               Year ended   Year ended   
                                                 31 March     31 March   
                                                     2014         2013   
                                                            (Restated)   
                                                      R'm          R'm   
     Goodwill                                                            
     –  cost                                       24 077       19 610   
     –  accumulated impairment                    (2 484)      (1 873)   
     Opening balance                               21 593       17 737   
     –  foreign currency translation effects        3 226        2 103   
     –  acquisitions                                2 003        2 423   
     –  disposals                                    (18)        (164)   
     –  impairment                                  (993)        (506)   
     Closing balance                               25 811       21 593   
     –  cost                                       29 405       24 077   
     –  accumulated impairment                    (3 594)      (2 484)   


10.  Investments and loans                                                                               
     The following relates to the group's investments and loans as at the end of the reporting period:

                                               Year ended   Year ended   
                                                 31 March     31 March   
                                                     2014         2013   
                                                            (Restated)   
                                                      R'm          R'm   
     Investments and loans                         50 675       35 195   
     –  listed investments                         44 194       29 157   
     –  unlisted investments and loans              6 481        6 038   


11.  Commitments                                                                                                  
     Commitments relate to amounts for which the group has contracted, but that have not yet been recognised as   
     obligations in the statement of financial position.                                                          


                                                Year ended   Year ended   
                                                  31 March     31 March   
                                                      2014         2013   
                                                             (Restated)   
                                                       R'm          R'm   
     Commitments                                    22 417       18 073   
     –  capital expenditure                            740        1 064   
     –  programme and film rights                   17 701       13 559   
     –  network and other service commitments        1 530        1 158   
     –  transponder leases                             424          399   
     –  operating lease commitments                  1 413        1 333   
     –  set-top box commitments                        609          560   


12.  Issue of listed bond, and repayment of existing facilities                                                       
     The group issued a seven-year US$1bn international bond in July 2013. The bond matures in July 2020 and          
     carries a fixed interest rate of 6% per annum. The proceeds were used to partly pay down an offshore 
     revolving credit facility.                                                                                                 


13.  Business combinations and other acquisitions                                                                          
     In June 2013 the group's subsidiary MIH India Global Internet Limited (MIH India) acquired a 100% interest 
     in redBus, an Indian online ticketing platform. The fair value of the total purchase consideration was 
     R1bn in cash.     
     The purchase price allocation: property, plant and equipment R4m; intangible assets R354m; cash R29m and              
     restricted cash R96m; trade and other receivables R27m; trade and other payables R41m; deferred tax 
     liability R114m and the balance to goodwill.
                                                                              
     During June 2013 the option to subscribe for new shares in MIH India held by Tencent Holdings Limited 
     expired. MIH India operates ecommerce platforms under the ibibo brand. In terms of IFRS 10 the group 
     exercised control over MIH India from the date that the option expired. The group previously accounted for 
     MIH India as a joint venture. The fair value of the total deemed purchase consideration was R321m, being the 
     acquisition date fair value of the interest held in MIH India. A gain of R274m has been recognised as a 
     result of remeasuring to fair value the existing interest in MIH India. The purchase price allocation: 
     property, plant and equipment R5m; intangible assets R162m; cash R71m; trade and other receivables R64m; 
     trade and other payables R78m; deferred tax liability R51m and the balance to goodwill.   
                                                          
     In July 2013 the group acquired an additional interest of 28,6% in Dubizzle, an online classifieds platform 
     centred on Dubai. The group's total interest in Dubizzle increased to 53,6% and the group now accounts for 
     Dubizzle as a subsidiary. The fair value of the total purchase consideration was R939m, consisting of R477m 
     in cash for the additional interest and R462m being the acquisition date fair value of the existing interest 
     held in Dubizzle. The purchase price allocation: property, plant and equipment R2m; intangible assets R381m; 
     cash R231m; trade and other receivables R16m; trade and other payables R37m and the balance to goodwill. 
     A non-controlling interest of R252m was recognised at the acquisition date. A gain of R231m has been recognised
     as a result of remeasuring to fair value the group's existing interest in Dubizzle before the acquisition of 
     the additional interest.  
                                                                                                          
     The main factor contributing to the goodwill recognised in these acquisitions is their market presence. This          
     goodwill is not expected to be deductible for income tax purposes. The non-controlling interest was measured          
     using the proportionate share of the identifiable net assets. 
                                                       
     The group made various smaller acquisitions with a combined cost of R270m. Total acquisition-related costs
     of R41m were recorded in "Gains/(losses) on acquisitions and disposals" in the income statement. Had the 
     revenues and net results of redBus and Dubizzle been included from 1 April 2013, it would not have had a 
     significant effect on the group's consolidated revenue and net results.  
                                                               
     The following investments in associated companies and joint ventures were made:  
                                    
     In June 2013 the group acquired an additional 6,1% interest in Souq Group Limited, an online retailer, 
     marketplace and payment platform business, with operations in the UAE, Saudi Arabia, Egypt and Kuwait, 
     for R296m in cash.         
     During March 2014 the group acquired a further interest of 11,8% in Souq Group Limited for R911m in cash.             
     The group now has a 47,6% interest in Souq Group Limited.  
                                                          
     In July 2013 the group acquired an additional 8,6% interest in Flipkart Private Limited, a leading ecommerce 
     site in India, for R1 376m in cash. During May 2014 the group invested a further R543m in cash in Flipkart. 
     The group now has a 17,7% interest in Flipkart on a fully diluted basis.
                                                       
     In February 2014 the group acquired 26,1% in SimilarWeb Limited, an online analytics provider, 
     for R155m in cash.     
     
     The group has a 22,5% interest in SimilarWeb on a fully diluted basis.                                                
     During February 2014 the group acquired a 30,7% interest for R200m in cash in Neralona Investments Limited,           
     trading as eSky.ru, an online children's goods retailer in Russia.  
                                                 
     The above acquisitions were primarily funded through the utilisation of existing credit facilities.                   


14.  Financial instruments
     The information below analyses the group's financial instruments, which are carried at fair value at each
     reporting period, by level of the hierarchy as required by IFRS 7 and IFRS 13.

                                                             Fair value measurements at 31 March 2014 using:

                                                               Quoted prices
                                                                   in active
                                                                 markets for       Significant
                                                                   identical             other       Significant
                                                                      assets        observable      unobservable
                                                              or liabilities            inputs            inputs
                                                                   (Level 1)         (Level 2)         (Level 3)
                                                                         R'm               R'm               R'm
    Assets
     Available-for-sale investments                                      120                 –                 –
     Foreign exchange contracts                                            –               210                 –
     Interest rate swaps                                                   –                 1                 –
    Liabilities
     Foreign exchange contracts                                            –                66                 –
     Shareholders' liabilities                                             –                 –               806
     Earn-out obligations                                                  –                 –               263
     Interest rate swaps                                                   –               332                 –
    There have been no transfers between level one, two or three during the period, nor were there any 
    significant changes to the valuation techniques and inputs used to determine fair values.

    Financial instruments for which fair value is disclosed:
                                             Carrying
                                                value   Fair value        Level 1         Level 2        Level 3
    31 March 2014                                 R'm          R'm            R'm             R'm            R'm
    Financial liabilities
     Loans from non-controlling
     shareholders                                 480          478              –               –            478
     Capitalised finance leases                 7 277        7 074              –               –          7 074
     Publicly traded bonds                     17 784       19 706              –          19 706              –
    
    The fair values of the publicly traded bonds have been determined with reference to the listed prices of the
    instruments at the reporting date.

    Reconciliation of level 3 financial liabilities
    The following table presents the changes in level 3 instruments               Shareholders'          Earn-out
    for the period ending 31 March 2014:                                            liabilities       obligations
                                                                                            R'm               R'm
    Opening balance at 1 April 2013                                                         704               185
    Total gains in profit or loss                                                         (145)              (13)
    Issues                                                                                  284               155
    Settlements                                                                            (82)              (91)
    Foreign currency translation effects                                                     45                27
    Closing balance at 31 March 2014                                                        806               263

    The fair value of shareholders' liabilities is determined using a discounted cash flow model. 
    Business specific adjusted discount rates are applied to estimated future cash flows. For earn-out obligations,
    current forecasts of the extent to which management believe performance criteria will be met, discount rates 
    reflecting the time value of money and contractually specified earn-out payments are used. Changes in 
    these assumptions could affect the reported fair value of these financial instruments. The fair value of level 
    two financial instruments is determined with the use of exchange rates quoted in an active market and interest 
    rate extracts from observable yield curves.

15. Events after the reporting period
    Subsequent to year-end, the group invested a further R543m in cash in Flipkart.

Naspers Limited
(Registration number: 1925/001431/06)
("Naspers")
JSE share code: NPN               ISIN: ZAE000015889
LSE share code: NPSN              ISIN: US 6315121003


Directors
T Vosloo (chair), B van Dijk (chief executive), C L Enenstein, D G Eriksson, F-A du Plessis,
R C C Jafta, F L N Letele, Y Ma, D Meyer, R Oliveira de Lima, S J Z Pacak, T M F Phaswana,
J D T Stofberg, B J van der Ross, J J M van Zyl

Alternate director
M R Sorour

Company secretary
G Kisbey-Green

Registered office
40 Heerengracht, Cape Town 8001
(PO Box 2271, Cape Town 8000)

Transfer secretaries
Link Market Services South Africa Proprietary Limited
13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001
(PO Box 4844, Johannesburg 2000)


ADR programme
Bank of New York Mellon maintains a GlobalBuyDIRECTTM plan for Naspers Limited. For additional information,
please visit the Bank of New York Mellon's website at www.globalbuydirect.com or call Shareholder Relations at
1-888-BNY-ADRS or 1-800-345-1612 or write to: Bank of New York Mellon, Shareholder Relations Department –
GlobalBuyDIRECTTM, Church Street Station, PO Box 11258, New York, NY 10286-1258, USA.


Important information
The report contains forward-looking statements as defined in the United States Private Securities Litigation Reform
Act of 1995. Words such as "believe", "anticipate", "intend", "seek", "will", "plan", "could", "may", "endeavour"
and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means
of identifying such statements. While these forward-looking statements represent our judgements and future
expectations, a number of risks, uncertainties and other important factors could cause actual developments and
results to differ materially from our expectations. These include factors that could adversely affect our businesses
and financial performance. We are not under any obligation to (and expressly disclaim any such obligation to) update
or alter our forward-looking statements, whether as a result of new information, future events or otherwise. Investors
are cautioned not to place undue reliance on any forward-looking statements contained herein.

What service do we provide for our
users?
Trading opportunities, entertainment,
information, gaming and access to
friends, wherever they are.

NASPERS
www.naspers.com

Sponsor:  Investec Bank Limited
Date: 23/06/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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