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Summary of the audited consolidated results of the Naspers group for the year ended 31 March 2015
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 consolidated
results of the Naspers group
for the year ended 31 March 2015
Commentary
Naspers made progress across its video-entertainment (previously
"pay television") and internet platforms. We strengthened our position
in several markets through incremental investments in people,
technology, content and marketing – allowing growth ahead of our
competitors. Core headline earnings, a measure the board considers
a reliable indicator of sustainable operating performance, grew 30%.
Some R10,7bn was invested in development spend in growing the
business. This is a 33% increase on the prior year.
The classifieds and etail businesses saw strong growth. We continue
to invest in these formats as they are gaining market share globally.
The smartphone is becoming the primary internet device in many of our
markets, and we are dedicating considerable resources to advancing
our mobile products.
The video-entertainment business made solid progress with the total
base closing at some 10,2m households across Africa. This comprises
2,2m digital terrestrial television (DTT) subscribers and almost 8m
direct-to-home (DTH) satellite service subscribers.
FINANCIAL REVIEW
On an economic-interest basis, revenue grew 26% during the year,
driven by solid growth in the internet, ecommerce and video-
entertainment segments.
The increase in development spend is mainly attributable to the
ecommerce and video-entertainment segments, including increased
shareholdings in equity-accounted ecommerce investments Souq,
Konga and Flipkart, plus continued investment in DTT in the video-
entertainment segment. Given ongoing delays in analogue switch offs,
we decided to invest incrementally in the second half of the year to
continue to drive DTT growth, which resulted in 1,4m African homes
being added to the base, to close the year at 2,2m subscribers.
Listed internet investments Tencent and Mail.ru were the main
contributors to the group's share of equity-accounted results increasing
to R16,4bn (2014: R10,8bn). Tencent produced strong results as it
continues on its growth path. Our share of equity-accounted earnings
includes once-off gains on the remeasurement of Mail.ru's interest
in VK.com, the sale of Mail.ru's shares in Qiwi amounting to R3,9bn,
as well as R1,7bn representing our share of gains realised by Tencent
on the sale of certain investments and on the dilution of Tencent's
interest in Kakao Corporation following a merger. A net once-off
gain of R1,5bn was recognised mainly relating to dilution of our
shareholding in Flipkart. Impairment losses of R478m were
booked on underperforming equity-accounted investments
in the ecommerce segment.
Core headline earnings grew 30% to R11,2bn (2014: R8,6bn), mainly
due to increased earnings contributions from Tencent and some
of the profitable ecommerce businesses.
Impairment losses of R684m were recognised mainly relating
to broadcasting equipment and intangible assets.
Net interest incurred on borrowings amounted to R1,6bn
(2014: R1,3bn), on the back of the rand depreciating against the
USdollar and drawdowns on existing credit facilities to fund
acquisitions and development spend. Consolidated net gearing stood
at 30% at 31 March, excluding transponder leases and non-interest-
bearing liabilities.
Increased development spend, plus capital expenditure to build
our DTT footprint and TV production facilities in East and West Africa,
resulted in free cash outflow of R515m (2014: outflow of R349m).
Tax payments were up 16% year on year, as a result of profits
in the video-entertainment segment and some profitable
ecommerce businesses.
SEGMENTAL REVIEW
This segmental review includes consolidated subsidiaries, plus a
proportionate consolidation of associated companies and joint ventures.
Internet
The group's internet businesses continue to show lively growth.
Segment revenues increased 37% to R78bn (2014: R57bn). Trading
profits grew 96% to R13bn (2014: R6,6bn), mainly attributable to
the operating performance of Tencent and some of the profitable
ecommerce businesses.
Tencent
The transition of internet usage from desktop to mobile continues
at a rapid rate. In China, mobile internet users now account for 85%
of total internet users. Tencent has seen strong growth in its Weixin
mobile-communication, social and commerce platform, mobile games,
and mobile video. Tencent continued to expand its partnerships with
a series of investments in leading vertical players such as Dianping
(local restaurant and services search), 58.com (online classifieds),
as well as BitAuto and Leju (auto and real estate verticals) and JD.com
(first-party ecommerce).
Revenues for the year grew 31% to RMB78,9bn, with non-GAAP
profit attributable to shareholders (Tencent's measure of normalised
performance) up 43% to RMB24,2bn. Online advertising delivered strong
growth of 65%. More information on Tencent's results is available at
www.tencent.com/en-us/ir. Tencent's excellent performance contributed
R14,6bn (2014: R9,7bn) to core headline earnings.
Mail.ru
Mail.ru fared well in a rather turbulent geopolitical environment.
It integrated VK.com following the acquisition of the remaining 48%
it did not own. Mail.ru has since launched a mobile advertising
platform to capitalise on increased mobile activity among its users.
Revenues for the year to December 2014 increased 15% year on year
to RUB35,8bn, with aggregate net profit up 11% to RUB12,5bn. Profit was
boosted by non-recurring gains on the acquisition of minorities
in VK.com.
With significant weakening of the rouble against most currencies,
Mail.ru's contribution to segment revenues and trading profit is rather flat
compared to last year, although up in rouble terms.
Ecommerce
Our ecommerce segment is growing rapidly. Revenues are up 36% to
R27,8bn (2014: R20,4bn). Given the different stages of maturity and
nature of the various ecommerce models, retail and marketplaces
currently generate the bulk of revenues. We wish to deliver superior
customer experiences in order to grow ahead of our competitors and
expand the market. This has implications for development spend,
which totalled R8bn, leading to a 14% increase in trading loss to R6,1bn
(2014: R5,3bn).
The businesses are now organised by functional lines. This makes us
more agile to move faster and build scale rapidly. In addition, businesses
are better able to share knowledge, technology and expertise. Execution
is strengthening throughout the group and the focus is on customer
satisfaction, engagement and retention.
We stepped up focus on 40 classifieds markets globally, all showing
good user and listings growth. A number of agreements were concluded
with Schibsted ASA Media Group, Telenor Holdings ASA and Singapore
Press Holdings Limited, covering classifieds assets in Latin America,
Southeast Asia and Eastern Europe. This should improve both our
service to consumers and the outlook of our classifieds platforms in
these regions.
The group has leading positions in some 20 markets. In March 2015 our
main brand, OLX, served 240m active users worldwide and garnered
34m visits per day on average, a growth of 33% year on year. Globally
about 54% of traffic comes from mobile and, in some markets, it is more
than 80%.
The etail businesses are expanding at a rapid pace, with revenues – on
an economic-interest basis – increasing 54% year on year. Meaningful
increases in organic traffic have been experienced in most of our
markets. To improve the customer experience, and to scale faster,
we merged Agito (etail business in Poland) and eMAG (regional etail
platform in Central and Eastern Europe). In South Africa, Kalahari and
Takealot merged to create a viable consumer destination in a smaller
market and bring a greater selection of products and higher quality
customer service to a previously underserved market. Our equity-
accounted etail investments Flipkart in India, Souq in the Middle East
and North Africa, and Konga in Nigeria all experienced rapid growth.
However, these markets are highly competitive and have absorbed
significant investments by competitors during the year. We are focused
on creating scale, expanding geographically, building delivery capabilities
and bringing etail experiences to markets where these services
previously did not exist.
Our payment solutions are differentiated by offering a broad range of
local payment options to customers and good conversion on sales for
merchants. We strengthened talent across the business. Five existing
regional payment businesses are being transformed into one global
company with a single brand and common supporting infrastructure –
PayU. This is similar to the way in which the classifieds businesses were
scaled. We believe it should help consumer conversion and uptake from
merchants.
Allegro, the group's largest marketplace business, is improving topline
growth. Scale advantages of this platform benefit EBITDA margins.
Allegro is building a business-to-consumer destination that delights
its customers and has growth potential. Investments are being made
in mobile.
The ibibo Group increased market share significantly in the Indian
online travel agents' market and is delivering significant growth on
mobile. redBus, the leading Indian bus vertical site, deployed new
mobile products and continues to innovate. ibibo's hotels offering is
being rolled out. Movile, in Brazil, again delivered firm results, growing
its core revenues and profits while continuing to invest in its Brazilian
online food-ordering business, iFood. We estimate iFood to have an 80%
market share.
Video entertainment
The video-entertainment segment produced another consistent
performance, generating revenues of R42,4bn – up 17% year on year.
Development spend increased 31% to R2,4bn as MultiChoice builds out
its DTT services, resulting in trading profit contracting by 6% to R8bn
(2014: R8,5bn).
Subscriber growth across the African continent remained robust. Some
727 000 DTH customers were added, bringing the DTH subscriber base
to almost 8m. The DTT network is now substantially in place, with
MultiChoice operating in 11 countries and 114 cities. The DTT base more
than doubled, closing at 2,2m customers. Kenya is one of the first African
countries to make the transition to digital as the analogue switchoff
rollout began in January 2015.
Competition from international online players with global reach,
such as Netflix, Amazon and Google, is increasing. MultiChoice is
investing in its online offering, expanding its delivery platforms and
improving products and services. The DStv Explora (personal video
recorder) is a significant differentiator and became internet-connected
in November 2014. Our "TV everywhere" strategy gained traction with
the launch of DStv Now. Connected services allow customers access
to a greater selection of entertainment on their tablet or smartphone
– anywhere, anytime. Home movie rentals were made available to all
DStv customers through BoxOffice, the video-on-demand service, which
is now available in 11 African countries. Average monthly rentals tally
around 600 000.
The focus on producing home-grown content tailored to specific
audience preferences was given a boost in Nigeria and Kenya, with
our new local studios stimulating local productions. In South Africa over
R2bn was spent on local sport and content. SuperSport remains the
largest funder by far of sport on the African continent.
Additional transponder capacity was purchased from Eutelsat and
Intelsat to strengthen in-orbit backup capacity. The group also invested
in a second broadcast site to ensure uninterrupted viewing for our
customer base.
The backend infrastructure of MWEB was disposed of. MWEB is now a
consumer-focused internet service provider. The deal created a
Wi-Fi joint venture in which MWEB holds a 49% interest.
Video entertainment attracts regulatory scrutiny in several territories.
Regulators are key stakeholders to the business and MultiChoice plays
an active role in supporting the broadcasting landscape.
Print media
The print-media segment saw the listing of printing business, Novus
Holdings Limited, in March 2015. The group received proceeds of R1,1bn
from the listing. The segment managed marginal revenue growth.
However, trading profit declined to R314m (2014: R606m) as the print
industry continues to face sectoral headwinds globally, and Media24 is
also investing in internet and ecommerce opportunities.
DIVIDEND NUMBER 86
The board recommends that the annual gross dividend be increased
by 11% to 470c (previously 425c) per listed N ordinary share, and 94c
(previously 85c) per unlisted A ordinary share. If confirmed by shareholders
at the annual general meeting on 28 August 2015, dividends will be
payable to shareholders recorded in the books on Friday 18 September
2015. It will be released on Monday 21 September 2015. The last date
to trade cum dividend will be on Friday 11 September 2015 (the shares
therefore to trade ex dividend from Monday 14 September 2015).
Share certificates may not be dematerialised or rematerialised
between Monday 14 September 2015 and Friday 18 September 2015, both
dates inclusive.
The dividend will be declared from income reserves. It will be subject
to the dividend tax rate of 15%, yielding a net dividend of 399,5c per
listed N ordinary share and 79,9c per unlisted A ordinary share to those
shareholders not exempt from paying dividend tax. Such dividend tax
will amount to 70,5c per listed N ordinary share and 14,1c per unlisted
A ordinary share. The issued ordinary share capital as at 26 June 2015
was 419 203 470 N ordinary shares and 712 131 A ordinary shares.
The company's income tax reference number is 9550138714.
DIRECTORATE
On 15 January 2015 Mr Mark Sorour, our experienced head of mergers
and acquisitions and already an alternate executive director, was
appointed as an executive director. Furthermore, Mr Steve Pacak, an
alternate non-executive director, was appointed a non-executive director.
On 17 April 2015 Mr Ton Vosloo, Naspers's non-executive chair, as well as
independent non-executive directors Messrs Boetie van Zyl and Yuanhe
Ma, retired from the board. In addition, Mr Koos Bekker rejoined the
board as non-executive chair. Mr Vosloo has served with great distinction
on the Naspers board since March 1983. He chaired Naspers as well as
various group companies and board committees with insight and tact
for 23 years. Mr Van Zyl was appointed to the board in January 1988.
He served as independent lead director and on various other group
structures. Mr Van Zyl very ably chaired the Naspers audit, risk, and
social and ethics committees. Mr Ma has served on the board since
2013 and other group boards and committees since February 2003.
Furthermore, with effect from 29 May 2015, non-executive director
Advocate Francine-Ann du Plessis resigned from the board, having made
valued contributions to the board as well as various group structures and
committees since October 2003.
The board expressed its deep gratitude to these directors for their
commitment to our group over many years. Their unique contributions
are highly valued and will be missed.
On 9 June 2015 Professor Rachel Jafta was appointed to Naspers's audit
and risk committees.
PREPARATION OF THE PROVISIONAL REPORT
The preparation of the financial results was supervised by our financial
director, Basil Sgourdos CA(SA). These results were made public on
29 June 2015.
On behalf of the board
J P Bekker B van Dijk
Chair Chief executive
Cape Town
29 June 2015
Segmental review
Revenue
Year ended 31 March
2015 2014 %
R'm R'm change
Internet 78 010 57 018 37
– Tencent 47 911 34 256 40
– Mail.ru 2 327 2 407 (3)
– Ecommerce 27 772 20 355 36
Video entertainment* 42 419 36 271 17
Print media 12 016 11 692 3
Corporate services 1 – –
Economic interest 132 446 104 981 26
Less: Equity-accounted investments (59 354) (42 253) 40
Consolidated 73 092 62 728 17
EBITDA
Year ended 31 March
2015 2014 %
R'm R'm change
Internet 15 457 8 540 81
– Tencent 19 832 12 232 62
– Mail.ru 1 263 1 286 (2)
– Ecommerce (5 638) (4 978) (13)
Video entertainment* 10 098 10 370 (3)
Print media 825 1 073 (23)
Corporate services (335) (150) (>100)
Economic interest 26 045 19 833 31
Less: Equity-accounted investments (20 089) (13 442) 49
Consolidated 5 956 6 391 (7)
EBITDA refers to earnings before interest, tax, depreciation and amortisation.
Trading profit
Year ended 31 March
2015 2014 %
R'm R'm change
Internet 13 042 6 638 96
– Tencent 17 987 10 792 67
– Mail.ru 1 148 1 175 (2)
– Ecommerce (6 093) (5 329) (14)
Video entertainment* 8 009 8 520 (6)
Print media 314 606 (48)
Corporate services (338) (151) (>100)
Economic interest 21 027 15 613 35
Less: Equity-accounted investments (17 877) (11 707) 53
Consolidated 3 150 3 906 (19)
* Previously referred to as the pay-television segment.
Reconciliation of trading profit to operating profit
Year ended Year ended
31 March 31 March
2015 2014
R'm R'm
Trading profit 3 150 3 906
Finance cost on transponder leases 376 356
Amortisation of other intangible assets (751) (711)
Other gains/(losses) – net (688) (1 320)
Retention option expense (149) (132)
Equity-settled share-based payment expenses (343) (81)
Operating profit 1 595 2 018
Note: For a reconciliation of operating profit to profit before taxation, refer to the summarised consolidated income statement.
Summarised consolidated income statement
Year ended Year ended
31 March 31 March
2015 2014 %
Note R'm R'm change
Revenue 73 092 62 728 17
Cost of providing services and sale of goods (42 759) (35 416)
Selling, general and administration expenses (28 050) (23 974)
Other gains/(losses) – net (688) (1 320)
Operating profit 1 595 2 018 (21)
Interest received 5 501 606
Interest paid 5 (2 752) (2 466)
Other finance income/(costs) – net 5 (573) (267)
Share of equity-accounted results 6 16 384 10 835
– excluding net gain resulting from remeasurements* 10 772 7 906 36
– net gain resulting from remeasurements* 5 612 2 929
Impairment of equity-accounted investments (478) (1 201)
Dilution gains/(losses) on equity-accounted investments 1 499 (852)
Gains on acquisitions and disposals 1 605 751
Profit before taxation 7 17 781 9 424 89
Taxation (3 757) (2 895)
Profit for the year 14 024 6 529 115
Attributable to:
Equity holders of the group 14 023 5 751
Non-controlling interests 1 778
14 024 6 529
Core headline earnings for the year (R'm) 4 11 228 8 616 30
Core headline earnings per N ordinary share (cents) 2 782 2 181 28
Fully diluted core headline earnings per N ordinary share
(cents) 2 717 2 125 28
Headline earnings for the year (R'm) 4 7 234 5 981 21
Headline earnings per N ordinary share (cents) 1 792 1 514 18
Fully diluted headline earnings per N ordinary share (cents) 1 731 1 475 17
Earnings per N ordinary share (cents) 3 475 1 456 139
Fully diluted earnings per N ordinary share (cents) 3 407 1 418 140
Net number of shares issued ('000)
– At year-end 411 998 397 625
– Weighted average for the year 403 576 395 078
– Fully diluted weighted average 405 171 405 469
* Remeasurements refer to business combination-related gains and losses and disposals of investments.
Summarised consolidated statement of comprehensive income
Year ended Year ended
31 March 31 March
2015 2014
R'm R'm
Profit for the year 14 024 6 529
Total other comprehensive income, net of tax, for the year(1) (2 456) 6 727
Translation of foreign operations(2) (3 805) 4 910
Net fair value losses (22) (7)
Cash flow hedges 350 (204)
Share of other comprehensive income and reserves of equity-accounted investments 1 094 1 951
Tax on other comprehensive income (73) 77
Total comprehensive income for the year 11 568 13 256
Attributable to:
Equity holders of the group 11 552 12 492
Non-controlling interests 16 764
11 568 13 256
(1) These components of other comprehensive income may subsequently be reclassified to profit or loss, except for gains of R1,2bn (2014: R552m)
included in the Share of other comprehensive income and reserves of equity-accounted investments as well as losses of R25m included in Net fair
value losses relating to remeasurements on the group's post-employment benefit plans.
(2) The movement on the foreign currency translation reserve for the year relates primarily to the effects of foreign exchange rate fluctuations related to
the group's net investments in its subsidiaries.
Summarised consolidated statement of changes in equity
Year ended Year ended
31 March 31 March
2015 2014
R'm R'm
Balance at the beginning of the year 68 205 55 853
Changes in share capital and premium
Movement in treasury shares 1 012 (17)
Share capital and premium issued 3 670 1 293
Changes in reserves
Total comprehensive income for the year 11 552 12 492
Movement in share-based compensation reserve 819 487
Movement in existing control business combination reserve (1 016) (340)
Movement in valuation reserve 356 –
Direct retained earnings movements (136) 23
Dividends paid to Naspers shareholders (1 702) (1 526)
Changes in non-controlling interests
Total comprehensive income for the year 16 764
Dividends paid to non-controlling shareholders (1 447) (1 142)
Movement in non-controlling interest in reserves 2 479 318
Balance at the end of the year 83 808 68 205
Comprising:
Share capital and premium 21 019 16 337
Retained earnings 44 156 31 971
Share-based compensation reserve 6 904 5 082
Existing control business combination reserve (1 856) (1 065)
Hedging reserve (23) (262)
Valuation reserve 3 218 3 005
Foreign currency translation reserve 7 290 11 085
Non-controlling interests 3 100 2 052
Total 83 808 68 205
Summarised consolidated statement of financial position
Year ended Year ended
31 March 31 March
2015 2014
Note R'm R'm
Assets
Non-current assets 124 276 100 212
Property, plant and equipment 17 300 17 053
Goodwill 8 22 956 25 811
Other intangible assets 5 476 5 702
Investments in associates 9 73 547 47 755
Investments in joint ventures 9 2 769 1 727
Investments and loans 9 952 1 193
Derivatives 102 2
Deferred taxation 1 174 969
Current assets 32 767 28 390
Inventory 3 183 2 882
Programme and film rights 1 868 1 979
Trade receivables 4 834 4 849
Other receivables and loans 5 307 4 807
Derivatives 449 209
Cash and cash equivalents 14 881 13 664
30 522 28 390
Assets classified as held-for-sale 11 2 245 –
Total assets 157 043 128 602
Equity and liabilities
Share capital and reserves 80 708 66 153
Share capital and premium 21 019 16 337
Other reserves 15 533 17 845
Retained earnings 44 156 31 971
Non-controlling interests 3 100 2 052
Total equity 83 808 68 205
Non-current liabilities 46 767 36 549
Capitalised finance leases 7 486 6 768
Liabilities – interest-bearing 37 111 27 395
– non-interest-bearing 306 452
Post-employment medical liability 203 176
Derivatives 151 364
Deferred taxation 1 510 1 394
Current liabilities 26 468 23 848
Current portion of long-term debt 4 295 2 628
Trade payables 5 436 5 318
Accrued expenses and other current liabilities 15 721 13 981
Derivatives 569 840
Bank overdrafts and call loans 312 1 081
26 333 23 848
Liabilities classified as held-for-sale 11 135 –
Total equity and liabilities 157 043 128 602
Net asset value per N ordinary share (cents) 19 589 16 637
Summarised consolidated statement of cash flows
Year ended Year ended
31 March 31 March
2015 2014
R'm R'm
Cash flow generated from operating activities 1 671 3 274
Cash flow utilised in investing activities (6 021) (8 036)
Cash flow generated from financing activities 6 181 2 114
Net movement in cash and cash equivalents 1 831 (2 648)
Foreign exchange translation adjustments 205 1 001
Cash and cash equivalents at the beginning of the year 12 583 14 230
Cash and cash equivalents classified as held-for-sale (50) –
Cash and cash equivalents at the end of the year 14 569 12 583
Notes to the summarised consolidated financial results
1. General information
The principal activities of Naspers and its operating subsidiaries, associated companies and joint ventures (collectively "the group") are the operation
of internet and media platforms. Our principal operations are in ecommerce and other internet services, video-entertainment 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 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 to also as a minimum, contain the
information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the consolidated annual financial
statements from which the summarised consolidated financial statements were derived, are in terms of IFRS and are consistent with those applied
in the previous consolidated annual financial statements.
The group has adopted all new and amended accounting pronouncements issued by the International Accounting Standards Board that are effective
for financial years commencing 1 April 2014. None of the new or amended accounting pronouncements that are effective for the financial year
commencing 1 April 2014 had a material impact on the group.
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. The group proportionately consolidates its share of the results of its associated companies and joint
ventures in its reportable segments. This is considered to be more reflective of the economic value of these investments.
Trading profit excludes amortisation of intangible assets (other than software), equity-settled share-based payment expenses relating to
transactions to be settled through the issuance of treasury shares, 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. (PwC). The individual auditor assigned to
perform the audit is Mr Brendan Deegan. PwC's 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 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 annual report, will be available on www.naspers.com on or about 31 July 2015.
4. Headline and core headline earnings
Year ended Year ended
31 March 31 March
2015 2014
Calculation of headline and core headline earnings R'm R'm
Profit attributable to equity holders of the group 14 023 5 751
Adjusted for:
– insurance proceeds (21) –
– impairment of property, plant and equipment and other assets 508 112
– impairment of goodwill and other intangible assets 176 1 461
– loss/(profit) on sale of property, plant and equipment and other intangible assets 1 (58)
– gains on acquisitions and disposals of investments (1 730) (45)
– remeasurement of previously held interest (39) (700)
– dilution (gains)/losses on equity-accounted investments (1 499) 852
– remeasurements included in equity-accounted earnings (4 469) (2 447)
– impairment of equity-accounted investments 478 1 201
7 428 6 127
Total tax effects of adjustments (115) (81)
Total adjustment for non-controlling interests (79) (65)
Headline earnings 7 234 5 981
Adjusted for:
– equity-settled share-based payment expenses 1 525 1 120
– reversal of non-recurring deferred tax effects 228 58
– amortisation of other intangible assets 1 667 1 385
– fair-value adjustments and currency translation differences 301 (47)
– retention option expense 133 128
– business combination losses/(profits) 140 (9)
Core headline earnings 11 228 8 616
5. Interest (paid)/received
Year ended Year ended
31 March 31 March
2015 2014
R'm R'm
Interest received 501 606
– loans and bank accounts 415 456
– other 86 150
Interest paid (2 752) (2 466)
– loans and overdrafts (2 020) (1 717)
– transponder leases (376) (356)
– other (356) (393)
Other finance income/(cost) – net (573) (267)
– net foreign exchange differences and fair value adjustments on derivatives (615) (344)
– preference dividends received 42 77
6. 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
2015 2014
R'm R'm
Share of equity-accounted results 16 384 10 835
– sale of assets 30 (19)
– disposal of investments (5 612) (2 929)
– impairment of investments 1 101 532
Contribution to headline earnings 11 903 8 419
– amortisation of other intangible assets 1 125 897
– equity-settled share-based payment expenses 1 182 987
– fair-value adjustments and currency translation differences (121) (181)
– reversal of deferred tax assets – 35
Contribution to core headline earnings 14 089 10 157
Tencent 14 588 9 724
Mail.ru 983 911
Abril – (110)
Other (1 482) (368)
7. 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
2015 2014
R'm R'm
Depreciation of property, plant and equipment 2 205 1 942
Amortisation 976 898
– other intangible assets 751 711
– software 225 187
Other gains/(losses) – net (688) (1 320)
– (loss)/profit on sale of property, plant and equipment and intangible assets (1) 58
– impairment of goodwill and other intangible assets (176) (1 461)
– impairment of property, plant and equipment and other assets (508) (112)
– dividends received on investments 6 –
– insurance proceeds 21 –
– fair-value adjustments on financial instruments (30) 195
Gains on acquisitions and disposals 1 605 751
– profit on sale of investments 788 44
– gains recognised on loss of control transactions 936 –
– remeasurement of contingent consideration 29 48
– acquisition-related costs (192) (41)
– remeasurement of previously held interest 39 700
– other 5 –
8. Goodwill
Goodwill 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
2015 2014
R'm R'm
Goodwill
– cost 29 405 24 077
– accumulated impairment (3 594) (2 484)
Opening balance 25 811 21 593
– foreign currency translation effects (1 350) 3 226
– acquisitions of subsidiaries and businesses 1 185 2 003
– disposals of subsidiaries and businesses (996) (18)
– transferred to assets classified as held-for-sale (1 671) –
– impairment (23) (993)
Closing balance 22 956 25 811
– cost 26 353 29 405
– accumulated impairment (3 397) (3 594)
9. 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
2015 2014
R'm R'm
Investments and loans 77 268 50 675
– listed investments 64 232 44 194
– unlisted investments and loans 13 036 6 481
10. Commitments
Commitments relate to amounts that the group has contracted for, but which have not yet been recognised as obligations in the statement of
financial position.
Year ended Year ended
31 March 31 March
2015 2014
R'm R'm
Commitments 30 023 22 417
– capital expenditure 498 740
– programme and film rights 18 416 17 701
– network and other service commitments 1 716 1 530
– transponder leases 7 248 424
– operating lease commitments 1 503 1 413
– set-top box commitments 642 609
11. Disposal groups classified as held-for-sale
During February 2015 the group entered into a sale agreement to dispose of its online marketplace subsidiary, Ricardo.ch AG ("Ricardo"). The
transaction is subject to regulatory approval. At 31 March 2015 the group classified the net assets of Ricardo as held-for-sale. Ricardo forms part of
the group's ecommerce reportable segment. The group also classified various other smaller businesses as held-for-sale. The aggregate net assets
of all disposal groups classified as held-for-sale comprised trade and other receivables (R107m), property, plant and equipment (R102m), goodwill
and other intangible assets (R1,89bn), cash and other current assets (R71m), deferred taxation assets (R74m), trade and other payables (R101m) and
deferred taxation liabilities (R34m).
12. Business combinations and other acquisitions
Effective January 2015 the group entered into agreements with Schibsted ASA Media Group ("Schibsted"), Telenor Holdings ASA and Singapore Press
Holdings Limited for the establishment of joint classifieds business activities in Brazil, Indonesia, Bangladesh and Thailand. The group also acquired
Schibsted's Philippine classifieds business.
In February 2015 we entered into further agreements with Schibsted regarding the acquisition of Schibsted's Romanian classifieds business and the
sale of the group's Hungarian classifieds business.
Following these transactions, the group held the following interests in the relevant territories:
Country Naspers interest Nature of investment
Brazil 50% Joint venture (equity accounted)
Indonesia 64% Subsidiary
Bangladesh 49,7% Associate (equity accounted)
Thailand 44,1% Associate (equity accounted)
Philippines 83,9% Acquisition of classifieds business
Romania 100% Acquisition of classifieds business
The total income statement impact of the above transactions was the recognition of an aggregate disposal gain of R1bn in Gains on acquisitions and
disposals in the income statement.
Following the transactions, the group retained control over Silver Indonesia JVCo B.V. (previously Tokobagus Exploitatie B.V.) and accounted for the
acquisition of the business contributed jointly by the other shareholders as a business combination. The purchase price allocation: property, plant
and equipment R3m; intangible assets R102m; cash R23m; loans and other receivables R314m; loans and other payables R340m; deferred tax
liability R25m and the balance of R490m to goodwill. The acquisition of Schibsted's Philippine and Romanian businesses gave rise to the recognition
of intangible assets of R98m, deferred tax liabilities of R12m and goodwill of R237m. The aggregated deemed and cash purchase consideration
amounted to R890m.
Various acquisitions were made within the Movile group during the reporting period, most notably relating to the group's online food-ordering
business – iFood. The merger in November 2014 of the iFood business with Just Eat's Brazilian subsidiary was accounted for as a business
combination and resulted in the group having a 60,2% interest in the merged business as at 31 March 2015. The total deemed purchase
consideration amounted to R385m. The purchase price allocation: intangible assets R249m; deferred tax liability R85m; cash R60m; other net assets
R25m and goodwill R136m. Movile also acquired other smaller subsidiaries including Apontador, a leading local search service, and MapLink, a traffic
data and routing service. These other acquisitions gave rise to aggregate goodwill of R170m.
During January 2015 the group disposed of its MWEB Business, Optinet Services and Networks divisions to Dimension Data for a cash purchase
consideration of R368m and, at the same time, entered into a joint Wi-Fi business venture with Dimension Data by contributing its MWEB Wi-Fi
division to a joint venture in exchange for a 49% shareholding. An aggregate loss on disposal of R219m has been recognised in the income
statement following the transactions. The joint Wi-Fi business venture is accounted for as an investment in a joint venture.
During March 2015 the group acquired the shares held in and loans extended by minority shareholders in its subsidiaries MIH Allegro B.V. and
FixeAds B.V. under the terms of pre-existing exit agreements. The transaction was settled through the issue of 1 078 178 Naspers N ordinary shares
and resulted in an increase in share capital and reserves of R1,86bn, being the aggregate purchase consideration. The excess of the consideration
paid over the net asset value acquired, including loans and the settlement of other amounts owing to the minority shareholders, was recognised in
the Existing control business combination reserve in equity and totalled R1,27bn. The group now has a 100% and 93,36% interest in the issued share
capital of MIH Allegro B.V. and FixeAds B.V., respectively.
Also during March 2015 the group disposed of its subsidiary 7Pixel S.r.l. for purchase consideration of R678m. The transaction resulted in the
recognition of a gain on disposal of R310m.
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. Total acquisition-related costs of R192m were recorded in Gains on acquisitions and disposals in the income
statement regarding the above acquisitions.
Had the revenues and net results of the subsidiaries and businesses acquired, been included from 1 April 2014, it would not have had a significant
effect on the group's consolidated revenue and net results.
The following relates to the group's investments in associated companies and joint ventures:
The group participated in two funding rounds of its associate Flipkart Limited ("Flipkart"). These funding rounds, during May and August 2014,
resulted in additional investments of R555m and R2,67bn respectively, in cash and in the recognition of a net dilution gain of R1,5bn in the income
statement as a result of a decrease in the group's effective interest. The group now has a 15,83% interest in Flipkart on a fully diluted basis.
The group also invested a further R297m in cash in its joint venture Konga Online Shopping Limited ("Konga") during October 2014. Following the
additional investment, the group held a 40,2% interest in Konga on a fully diluted basis.
During February 2015 the group acquired a 46,5% interest in Takealot Online (RF) Proprietary Limited ("Takealot") in exchange for the contribution
of its South African etail business, Kalahari.com, and the issue of 612 977 Naspers N ordinary shares. The aggregate purchase consideration in
the transaction amounted to R1,2bn and the acquisition gave rise to a deemed disposal gain of R154m, which has been recognised in Gains on
acquisitions and disposals in the income statement. The group's interest in Takealot is accounted for as an investment in an associate. The group
has a 41,86% interest in Takealot on a fully diluted basis.
Investments acquired in cash were primarily funded through the utilisation of existing credit facilities.
13. 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 fair value
hierarchy.
Fair value measurements at 31 March 2015 using:
Quoted prices
in active markets
for identical Significant Significant
assets or other observable unobservable
liabilities (Level 1) inputs (Level 2) inputs (Level 3)
R'm R'm R'm
Assets
Available-for-sale investments 143 – –
Foreign exchange contracts – 551 –
Liabilities
Foreign exchange contracts – 19 –
Shareholders' liabilities – – 358
Earn-out obligations – – 477
Interest rate swaps – 343 –
Fair value measurements at 31 March 2014 using:
Quoted prices in
active markets for Significant other Significant
identical assets or observable unobservable
liabilities (Level 1) inputs (Level 2) inputs (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 levels 1, 2 or 3 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 Fair
31 March 2015 value value
Financial liabilities R'm R'm
Capitalised finance leases 8 248 8 530
Publicly traded bonds 20 637 22 590
Carrying Fair
31 March 2014 value value
Financial liabilities R'm R'm
Loans from non-controlling shareholders 480 478
Capitalised finance leases 7 277 7 074
Publicly traded bonds 17 784 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
Shareholders' Earn-out
The following table presents the changes in Level 3 liabilities obligations Total
instruments for the year ended 31 March 2015: R'm R'm R'm
Opening balance 806 263 1 069
Total losses/(gains) recognised in the income statement 50 (18) 32
Additional obligations raised – 345 345
Cancellations/reclassifications to derivatives (493) – (493)
Settlements (78) (109) (187)
Foreign currency translation effects 73 (4) 69
Closing balance 358 477 835
Shareholders' Earn-out
The following table presents the changes in liabilities obligations Total
Level 3 instruments for the year ended 31 March 2014: R'm R'm R'm
Opening balance 704 185 889
Total gains recognised in the income statement (145) (13) (158)
Additional obligations raised 284 155 439
Settlements (82) (91) (173)
Foreign currency translation effects 45 27 72
Closing balance 806 263 1 069
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 believes 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 2 financial instruments is determined with the use of exchange rates quoted in an active
market and interest rate extracts from observable yield curves.
14. Events after the reporting period
After the reporting period the group invested a further USD41m in its joint venture Konga Online Shopping Limited ("Konga"). Following the
additional investment, the group continues to exert joint control over Konga with its 50,9% interest on a fully diluted basis. During June 2015 the
group entered into an agreement for the sale of its subsidiary, Korbitec Proprietary Limited. The transaction is subject to regulatory approval.
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
Directors
J P Bekker (chair), B van Dijk (chief executive), C L Enenstein, D G Eriksson, R C C Jafta, F L N Letele, D Meyer,
R Oliveira de Lima, S J Z Pacak, T M F Phaswana, V Sgourdos, M R Sorour, J D T Stofberg, B J van der Ross
Company secretary
G Kisbey-Green
Registered office
40 Heerengracht, Cape Town 8001
(PO Box 2271, Cape Town 8000, South Africa)
Transfer secretaries
Link Market Services South Africa Proprietary Limited
13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001
(PO Box 4844, Johannesburg 2000, South Africa)
ADR programme
Bank of New York Mellon maintains a GlobalBuyDIRECTSM plan for Naspers Limited. For additional information, please visit 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 – GlobalBuyDIRECTSM, Church Street Station, PO Box 11258, New York, NY 10286-1258, USA.
Important information
This 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.
Sponsor
Investec Bank Limited
Date: 29/06/2015 05:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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