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PROSUS N.V - Trading Statement

Release Date: 20/11/2023 17:50
Code(s): PRX     PDF:  
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Trading Statement

Prosus N.V.
(Incorporated in the Netherlands)
(Trade Reg No 34099856)
AEX and JSE Share Code: PRX     ISIN: NL0013654783

Trading statement

Shareholders are advised that the Prosus group ("the Group") is finalising its condensed consolidated interim financial
statements for the period ended 30 September 2023.

Prosus N.V. ("Prosus") is a subsidiary of Naspers Limited ("Naspers"), a company incorporated in South Africa and listed on the
Johannesburg Stock Exchange ("JSE") in South Africa.

For context, in terms of the JSE Listings Requirements, South African listed entities with a primary listing on the exchange are
obliged to issue a trading statement as soon as they are reasonably certain that the upcoming financial results would differ by
at least 20% from those of the previous corresponding period. Trading statements are generally issued to provide shareholders
with a range of outcomes in respect of key financial metrics.

The financial results of Prosus almost completely account for Naspers's results. Based on Naspers's anticipated results for the
period ended 30 September 2023, Naspers is required to issue a trading statement in terms of the above JSE Listings
Requirements. To ensure that shareholders of Prosus are provided with equivalent information simultaneously, Prosus is
issuing this trading statement.

For the six months to September 2023, our consolidated ecommerce portfolio excluding Tencent delivered peer-leading growth
and accelerated profitability. We are on track to fulfil our commitment of consolidated ecommerce profitability and cash flow
generation. This performance, combined with improved profitability from equity accounted investments and the continuation
of the share repurchase programme, led to significant growth in core headlines earnings per share.

During the period, we delivered on our commitment to simplify the Group's structure, with the successful removal of the cross-
holding. We thank shareholders for their vote of support. The Group has made significant progress on its strategic priorities
and will continue to target peer-leading growth and improving profitability. Furthermore, the Group will continue the open-
ended repurchase while the holding company discount remains elevated and deliver a clear capital allocation strategy
focused on high conviction opportunities. Strong business performance and increased scale will create opportunities to
highlight the value of our investments. There is significant opportunity to increase returns in the Group's investments and
deliver long term value to shareholders.

The Group has illustrated below the anticipated changes in earnings, headline earnings and core headline earnings per share
for continuing operations and total operations for the period ended 30 September 2023 as compared to the restated 30
September 2022 operations. Prior period numbers have been adjusted to reflect the impact of the removal of the cross holding
and in the case of continuing operations both the removal of the cross-holding and the exit of the OLX Auto businesses. (Details
discussed later in the statement):

                                                              Restated          30 September 2023          Expected increase                                                                                                           
 Continuing operations                               30 September 2022          expected increase                          %                                                                                                                  
                                                              US cents                   US cents

 Earnings per N share (1)                                           91                      42-49                    46%-54%

 Headline earnings***per N share (1)                                 7                      46-48                  664%-679%
 Core headline earnings**** per N share (1)                         39                      35-38                    91%-98%

                                                              Restated          30 September 2023          Expected increase                                                                                                           
 Total operations                                    30 September 2022          expected increase                          %                                                                                                                 
                                                              US cents                   US cents

 Earnings per N share (1)                                           90                      43-50                    48%-55%
 Headline earnings***per N share (1)                                 7                      46-48                  664%-679%
 Core headline earnings**** per N share (1)                         38                      36-39                   95%-103%

Core headline earnings per share and headline earnings per share for the period are expected to increase in the current
period. This growth is driven by improved profitability of our ecommerce consolidated businesses and equity-accounted
investments, in particular Tencent, and an increase in our net interest income. Shareholders are reminded that the board
considers core headline earnings an appropriate indicator of the operating performance of the Group, as it adjusts for non-
operational items.

The increase in earnings per share was positively impacted by the Group's improved profitability and lower number of shares
due to the ongoing open-ended share repurchase. Earnings per share growth further benefitted from improved interest income
received of US$0.4bn (H1 FY23: US$0.1bn) and lower impairment losses of approximately US$0.5bn (H1 FY23: US$1.5bn) on
assets within the Group's portfolio compared to the prior year. The Group's gains realised on the sell down of Tencent and the
Group's share of fair value losses/gains from investees have remained fairly consistent period on period.

The gains relating to the sell down of Tencent and impairment charges impacting earnings per share are excluded from headline
and core headline earnings per share.

The Group has restated the 30 September 2022 published information following OLX Auto's classification as Discontinued
operations and the removal of the Group's cross-holding structure.

We have made meaningful progress in exiting our OLX Autos businesses. All of our OLX Autos operations that have been
disposed of, classified as held for sale or closed down by 30 September 2023 are presented as discontinued operations. Prior
period published earnings have been adjusted as follows:

 30 September 2022                               Published US$'m           Restated US$'m
 Earnings from Total operations                            2 535                    2 535
 Earnings from Continuing operations                       2 345                    2 556
 Earnings from Discontinuing operations                      190                     (21)

The successful removal of the cross-holding between Naspers and Prosus was concluded in September 2023. The previous
year's earnings per share have been restated to reflect the capitalisation issue and removal of the cross holding and gives a
like-for-like comparison to the financial year 2024 earnings per share. The financial year 2023 earnings per share is lower than
in the past due to the additional shares issued to remove the cross holding. Prosus shareholders now own more shares than
prior to the removal of the cross holding.

Below is a representation of the impact of the removal of the Group's cross-holding structure on the number of shares utilised
in the determination of the Earnings per share.

 Period                            Published WANOS*           Capitalisation issue and removal                Restated WANOS*
                                                                    of cross holding structure
 30 September 2022                    1 404 721 230                            1 392 906 871**                  2 797 628 101

* Weighted average number of shares in issue
** The Group issued 808 533 377 ordinary shares N and reinstated 584 373 494 ordinary shares N

Consequent to the capitalisation issue, and the classification of OLX Autos to discontinued operations, the per share
information from continuing and total operations for 30 September 2022 has been restated as follows:

 30 September 2022 – Continuing operations         Published US cents      Restated US cents
 Earnings per N share                                             167                     91
 Headline earnings per N share                                      -                      7
 Core headline earnings per N share                                64                     39

 30 September 2022 – Total operations              Published US cents      Restated US cents
 Earnings per N share                                             181                     90
 Headline earnings per N share                                     14                      7
 Core headline earnings per N share                                77                     38

More details will be published with the condensed consolidated interim financial statements on Wednesday, 29 November

Financial information on which this trading statement is based has not been subject to an independent audit or review by the
Group's auditors.

*** Headline earnings represents net profit for the year attributable to the Group's equity holders, excluding certain defined separately identifiable
remeasurements relating to, amongst others, impairments of tangible assets, intangible assets (including goodwill) and equity-accounted investments, gains
and losses on acquisitions and disposals of investments as well as assets, dilution gains and losses on equity-accounted investments, remeasurement gains and
losses on disposal groups classified as held for sale and remeasurements included in equity-accounted earnings, net of related taxes (both current and deferred)
and the related non-controlling interests. These remeasurements are determined in accordance with Circular 1/2021, headline earnings, as issued by the South
African Institute of Chartered Accountants, at the request of the JSE Limited in relation to the calculation of headline earnings and disclosure of a detailed
reconciliation of headline earnings to the earnings numbers used in the calculation of basic earnings per share in accordance with the requirements of IAS 33 –
Earnings per Share, under the JSE Listings Requirements.

**** Core headline earnings, a non-IFRS performance measure, represent headline earnings for the period, excluding certain non-operating items. Specifically,
headline earnings are adjusted for the following items to derive core headline earnings: (i) equity-settled share-based payment expenses on transactions where
there is no cash cost to us. These include those relating to share-based incentive awards settled by issuing treasury shares, as well as certain share-based
payment expenses that are deemed to arise on shareholder transactions; (ii) subsequent fair-value remeasurement of cash-settled share-based incentive
expenses; (iii) cash-settled share-based compensation expenses deemed to arise from shareholder transactions by virtue of employment; (iv) deferred taxation
income recognised on the first-time recognition of deferred tax assets as this generally relates to multiple prior periods and distorts current period performance;
(v) fair-value adjustments on financial and unrealised currency translation differences, as these items obscure our underlying operating performance; (vi) one-
off gains and losses (including acquisition-related costs) resulting from acquisitions and disposals of businesses as these items relate to changes in our
composition and are not reflective of our underlying operating performance and (vii) the amortisation of intangible assets recognised in business combinations
and acquisitions. These adjustments are made to the earnings of businesses controlled by us, as well as our share of earnings of associates and joint ventures,
to the extent that the information is available.

(1)   Per share information is based on the net number of N ordinary shares in issue during the respective periods. The A
      ordinary shareholders and B ordinary shareholders share 1/5th and 1/1 000 000th respectively of the earnings attributable
      to the external N shareholders as at 30 September 2023. The earnings will be expected to increase in the same ratio as N
      ordinary shareholders.

20 November 2023
Symphony Offices
Gustav Mahlerlaan 5
1082 MS Amsterdam
The Netherlands

Investec Bank Limited

Date: 20-11-2023 05:50:00
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