History and development
Naspers was incorporated in Cape Town on May 12, 1915 under the laws of the then Union of South Africa as a public limited liability company. Naspers conducts its operations primarily through its subsidiaries and other affiliates. Its principal executive offices are located at 40 Heerengracht, Cape Town, 8001, South Africa (telephone: +27 21 406 2121).
Naspers started as a printer and publisher of newspapers and magazines in 1915. Later, book publishing operations were founded. Naspers’ print media operations developed to such an extent over the years that Naspers is now one of the leading media groups in Africa.
With the advent of electronic media, Naspers expanded its activities in the 1980s to incorporate pay-television and later internet platforms.
In 1985, Naspers and several other South African media companies formed an electronic pay-media business, M-Net. M-Net was listed on the JSE Securities exchange South Africa ("JSE") in 1990.
In October 1993, M-Net was divided into two companies. The subscriber management, signal distribution and cellular telephone businesses, together with a holding in FilmNet (a pay-television operator in Europe) were placed into a new company called MultiChoice Limited (later named MIH Holdings Limited).
In 1995, Richemont S.A. and MultiChoice Limited merged their global pay-television operations, including the interest in FilmNet, MultiChoice’s operations in Africa, and Richemont’s interest in Telepiu, into a single venture called NetHold B.V., which MultiChoice held through its subsidiary, MIH Limited.
In March 1997, MIH Limited and Richemont merged most of NetHold’s assets with Canal+, the French based pay-television operator. However, MIH Limited retained NetHold’s African, Mediterranean and Middle East pay-television businesses and acquired 49% of Irdeto Access from Canal+. MIH Limited also received a small interest in Canal+.
MIH Limited subsequently sold its interest in Canal+ to fund its expansion plans, including the purchase of the remainder of Irdeto Access from Canal+, the purchase of a 31.1% interest in the Thai pay-television operator UBC and the purchase of a 44.5% interest in OpenTV. OpenTV and MIH Limited were listed on Nasdaq in 1999. In August 2002, MIH Limited sold its stake in OpenTV.
In 1997, MIH Limited created an internet service provider and named it MWEB Holdings. In March 1998, MWEB Holdings was spun off as a listed entity on the JSE. MWEB was subsequently delisted, and Naspers now holds 100% of the economic interest in the company.
During 2000, Naspers organised and branded its print media businesses under the Media24 umbrella.
In May 2001, the group acquired a 46.5% interest in Tencent Holdings Limited, the operator of an instant messaging platform in China called QQ. The business developed into the leading instant messaging business in China. Tencent listed on the Hong Kong Stock Exchange in June 2004. As at 31 March 2009, MIH has a 35.04% interest in Tencent.
In December 2002, Naspers conducted a reorganisation pursuant to which the minority interests in MIH Holdings and MIH Limited were swapped for shares in Naspers itself. Holders of MIH Limited shares, resident in any country other than South Africa, received their interest in Naspers shares in the form of Naspers ADSs. MIH Holdings shares were delisted from the JSE and MIH Limited’s shares were delisted from Nasdaq. At the same time, Naspers’ ADSs were listed on Nasdaq.
Naspers acquired an additional interest in M-Net and SuperSport and subsequently they were both delisted from the JSE and Nigerian Stock Exchange with effect from April 15, 2004.
In December 2004, MIH acquired a 9,9% strategic stake in Beijing Media Corporation, one of China's leading newspapers companies, with its flagship newspaper, the Beijing Youth Daily.
Effective February 2005, MWEB acquired the internet business of Tiscali in South Africa.
In March 2005, Naspers consolidated all its print media, book publishing (Via Afrika) and private education (Educor) assets under the Media24 umbrella in order to simplify the group structure.
In January 2006 MIH sold its investment in the Thailand pay-television platform, UBC and its investments in the Thailand internet business, MKSC World Dot Com Co. Limited.
In May 2006 MIH acquired a 30% stake in the leading Brazilian media company Abril S.A. for a cash consideration of US$422 million. This transaction gave MIH a stake in the growing Brazilian media market, through a leading enterprise.
In September 2006 Media24 launched a Black Economic Empowerment (BEE) share offer in Welkom Yizani, which offered eligible black people and black groups an indirect interest of 15% in Media24 through Welkom Yizani. The offer was three times oversubscribed with over 100,000 applications received for 14.6 million Welkom Yizani ordinary shares.
MCSA completed two successful broad-based empowerment transactions. Called Phuthuma Nathi, the first transaction offered an indirect interest of 15% in the MCSA pay-television and internet business to eligible black persons and groups. The offer, which closed during the last quarter of 2006, was three times over subscribed. Some 120,000 applications were received for the 45 million Phuthuma Nathi ordinary shares on offer.
A second transaction offered a further indirect interest of 7.5% to those applicants who did not receive their full allocation in the first Phuthuma Nathi and Welkom Yizani offers. This offer was more than twice oversubscribed. Approximately 3,500 applications were received for the 22.5 million ordinary shares on offer.
As a result of these Phuthuma Nathi transactions 22.5% of shares in MCSA were held through those eligible to participate as a result of BEE. With the acquisition of the 40% interest in M-Net and SuperSport (detailed below) MCSA issued shares which diluted the shareholding of the Phuthuma Nathi shareholders to 20%.
In December 2006 MIH acquired an interest in a Russian internet business, Port.ru, Inc. (mail.ru). MIH has subsequently increased its interest in mail.ru to 42,88% as at 31 March 2009.
In the early part of 2007 MIH participated in a capital raising exercise by Naspers. The marketed offering of US$750 million was two times over-subscribed. The allocation was therefore upsized to US$875 million. In addition, the successful ‘green shoe’ increased the proceeds raised by a further approximately 15%.
In May 2007 Naspers delisted from the NASDAQ and listed on the London Stock Exchange as a secondary listing.
In October 2007 MWEB Africa successfully completed the acquisition of Afsat, the leading African satellite ISP for US$38,4 million.
In November 2007 the Group finalised its acquisition of a 40% interest in M-Net and SuperSport International Holdings Limited (SuperSport).
The Group also acquired 100% of the issued share capital of Cloakware Inc, a US company providing software security solutions.
During 2008, MIH acquired 100% of Tradus, a leading provider of C2C e-commerce platforms in Central and Eastern Europe, which was previously listed on the London Stock Exchange. The Tradus group has subsequently been reorganised into the Allegro and Ricardo groups.
In addition Gadu-Gadu, a leading instant-messaging (IM) platform in Poland, was purchased and delisted from the Warsaw exchange.
MIH also recently increased its interest in Nimbuzz, which focuses on IM, mobile VoIP and telecommunications and invested in BuzzCity, a developer of global wireless communities and consumer services, ACL Wireless (India) and Compera ‘n Time (leading provider of mobile value-added services in Brazil).
In 2009, MIH concluded the sale of M-Web Africa to Telkom.
Allegro acquired an 83.2% interest in Bankier.pl, a leading Warsaw-listed Polish financial portal, offering financial news, analysis and comparison-shopping information on consumer financial products ranging from mutual funds to mortgages.
Allegro also acquired a 75% interest in Arukereso in Hungary, the only regional price-comparison company in Central Eastern Europe, with leading positions in online price-comparison businesses in Hungary, Romania, Czech Republic, Bulgaria, Turkey and Portugal. Price comparison is a core business owing to the strong traffic overlap with auctions/transactions platforms.
MIH SE Asia acquired a 51% interest in sulit.com.ph, the leading classifieds business in the Philippines, This sector in the Philippines is in the early stages of development. However, the fast-growing and loyal sulit user-base provides a good entry point into this market.
MIH SE Asia acquired a 34% interest in Lelong in Malaysia. Lelong operates an e-commerce auction and fixed-price trading platform.
MIH acquired an additional 10.7% interest in Buzzcity, the Singaporean-based mobile advertising network in which MIH acquired a 25% interest in June 2008.
In October 2009, MIH subscribed for in additional new shares in mail.ru, to enable the acquisition by mail.ru of 100% of Astrum Online Entertainment (“Astrum”), the largest games developer and games platform operator in Russia. Consideration for the acquisition by mail.ru of Astrum will be in the form of 20% cash and 80% mail.ru shares, with the investment in mail.ru by MIH to be used to satisfy the cash element. The overall transaction will result in a 4.7% dilution to 38.2% of MIH’s stake in the expanded mail.ru. As part of the same transaction MIH secured the right from DST to acquire a further 1% of mail.ru (after the acquisition of Astrum) for US$17,5m, taking MIH’s interest in mail.ru to 39.2%.
MIH acquired 91% of BuscaPé, a leading provider of e-commerce services in Latin America, particularly comparison shopping and e-classifieds.
The Competition Commission approved the acquisition of 51% of Korbitec by Property24.
MIH sold its 30% stake in Titan to the Hunan Sports Bureau.
In May 2010 BuscaPé acquired a 30% interest in Brandsclub, the leading private internet sales club business in Brazil.
On 4 May 2010 MIH subscribed for 29.9% of the share capital in Iceni Mobile for GBP1,5m. MIH has a call option to subscribe for an additional 16.1% of the share capital for a further subscription of GBP1,5m. The agreement also provides for a second call option to achieve a shareholding of 51% after April 2012.
On 24 June 2010 MIH acquired 25% of Dubizzle (the leading online classifieds business in UAE).
In July 2010 Movile acquired 100% of Cyclelogic, a leading MVAS company with presence in eight countries in Latin-America.
In September 2010 MIH acquired a 74% holding in Multiply Inc. It is the largest C2C and B2C marketplace in South East Asia. It provides a social shopping platform
On 9 May 2011, MIH Allegro signed an agreement to acquire 100% of Slando, the 3rd largest general classifieds business in Russia (and the leader by revenue). Slando is also the market leader in Ukraine.
The acquisition of the remaining 2.1% of OLX was finalised.
LevelUp, a gaming business in Latin America, was acquired.
The acquisition of 80% of DineroMail was concluded.
The roll up of Mail.ru into DST (now called Mail.ru Group) was concluded and its listing on the London Stock Exchange; expanding Ricardo Group with the acquisitions of TrendSales in Denmark and 7Pixel, a leading price comparison business in Italy and geographically expanding Allegro into Turkey with the Markafoni investment.