31
August
2021
|
07:50
Europe/Amsterdam

SENS: Acquisition of 100% of the equity in BillDesk

Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000015889
LSE ADS code: NPSN ISIN: US6315122092
(“Naspers” or “the company”)

Acquisition of 100% of the equity in BillDesk

Introduction
Shareholders are referred to the announcement published by Prosus N.V. a subsidiary of Naspers (Prosus) on Tuesday, 31 August 2021, in respect of PayU Payments Private Limited (PayU), a subsidiary of Prosus, having entered into an agreement with the existing shareholders (Sellers) of IndiaIdeas.com Limited (BillDesk) to acquire 100% of the equity in BillDesk (Acquisition). Closing of the Acquisition (Closing) is subject to satisfaction of customary conditions precedent, including approval by the Competition Commission of India.

Description of the Business of BillDesk
BillDesk, founded in 2000, is an Indian success story in the digital payments business, operating one of the leading payment platforms in India.

Rationale for the Acquisition
Together, PayU and BillDesk will be able to meet the changing payments needs of digital consumers, merchants and Government enterprises in India and offer state-of-the-art technology to even more of the excluded sections of society, while adhering to the regulatory environment in India and delivering robust consumer protection.

According to the FY21 annual report of the Reserve Bank of India (RBI), the number of transactions for digital retail payments has grown by more than 80% from 24 billion in 2018-19 to 44 billion in 2020-21.

Over the next three years, RBI expects more than 200 million new users to adopt digital payments with the average annual transactions per capita rising tenfold from 22 to 220.

PayU India and BillDesk run complementary businesses within India’s digital payment industry. Together, the two expect to create a financial ecosystem handling four billion transactions annually - four times PayU’s current level in India.

Financial information of BillDesk
The value of the net assets that are the subject of the Acquisition as at 31 March 2021, being the date of the last year-end unaudited management accounts of BillDesk, was INR18 881 million (US$256.9 million). This value largely reflects BillDesk’s cash and cash equivalents and the naturally asset light nature of its business model. The purchase price reflects Billdesk’s multi-year track record of strong revenue and profit growth as well as the expectation for continued strong future growth in a rapidly expanding India digital payments market.

The unaudited profit after tax attributable to the net assets that are the subject of the Acquisition for the year ended 31 March 2021, was INR 2 706 million (US$36.8 million), based on the unaudited management accounts of BillDesk, which were prepared in terms of Indian Accounting Standards.

Purchase consideration
The purchase consideration is INR 345bn (c. US$4.7 bn) on a cash-free, debt-free basis and subject to a normalised level of working capital at Closing. The Acquisition is structured as an all-cash transaction with the purchase price payable at Closing.

Conditions precedent
The Acquisition is subject to the fulfilment of customary conditions precedent, including approval by the Competition Commission of India.

Effective date of the Acquisition
Delivery and payment of the purchase consideration in respect of the Acquisition will take place at Closing, which will also be the effective date of the Acquisition.

Warranties and other significant terms of the agreement
The Acquisition agreement contains customary representations and warranties by the Sellers in favour of PayU.

Classification of the acquisition
Shareholders of Naspers are advised that the Acquisition constitutes a category 2 transaction for Naspers in terms of the JSE Listings Requirements.

Cape Town, South Africa,
Equity Sponsor: Investec Bank Limited

Disclaimer
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking statements involve all matters that are not historical and may be identified by the words “anticipate”, ”believe”, ”estimate”, ”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect Naspers’s intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Naspers as of the date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results. 

Any forward-looking statements are made only as of the date of this announcement and neither Naspers nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this announcement is not a representation by Naspers or any other person that they will do so, except to the extent required by law.

Boilerplate

About Naspers:

Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer internet companies that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam and a secondary listing on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus. 

In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and e-commerce companies in the country. These include Takealot, Mr D Food, Superbalist, OLX, Autotrader, Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business. 

Naspers is also focused on stimulating South Africa’s local tech sector through Naspers Foundry. This is a R1.4 billion investment targeting early-stage technology companies in South Africa that seek to address big societal needs. To help address youth unemployment in impoverished communities, in 2019, Naspers launched Naspers Labs, a social impact programme for young, unemployed South Africans aged between 17 and 25. Located in low income, urban settings, Naspers Labs provide a structured development journey enabling young people to enter the economy.

Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange (NPN.AJ) in South Africa and has an ADR listing on the London Stock Exchange (LSE: NPSN).

For more information, please visit www.naspers.com.

About Naspers Foundry: 

Naspers Foundry is an early-stage business funding initiative focused on technology entrepreneurs in South Africa. Over the past year, Naspers Foundry invested R30 million in SweepSouth, an online home and business cleaning services platform that connects clients with trusted, reliable cleaners. Visit SweepSouth for more information. 

After year-end, in May 2020, Naspers Foundry invested a further R100 million in Aerobotics, an agritech company that provides tree crop health and yield intelligence data to the agricultural industry using drone and satellite-enabled AI technology. Visit Aerobotics for more information. 

In September 2020, Naspers Foundry closed a transaction in Food Supply Network on undisclosed terms. The independent B2B marketplace integrates ordering systems of manufacturers, distributors, and buyers (restaurants, hotels and retailers) of food products. Visit Food Supply Network for more information.

In November 2020, Naspers Foundry invested R45 million in The Student Hub, an edtech company that increases access to vocational education to large numbers of students whilst reducing the costs of delivery of education and training. Visit The Student Hub for more information.

In June 2021, Naspers Foundry invested R42 million in WhereIsMyTransport, a mobility technology company that maps formal and informal public transport networks and uses this data and technology to improve the public transport experience, making the public commute more reliable, predictable, safe, inclusive and accessible for millions of people in highly populated megacities. Visit WhereIsMyTransport for more information.

Visit https://www.whereismytransport.com for more information.

Naspers Foundry invested R34 million in digital short-term insurance advice platform, Ctrl in July 2021. Ctrl provides a unique tech solution to the short-term insurance industry and consumers through its platform, connecting consumers, brokers and insurers in one place. The platform enables brokers to provide insurance advice digitally and allows underserved consumers to easily compare multiple quotes, obtain advice, accept cover and manage their policies.

Visit https://www.takectrl.co.za for more information.

Visit Naspers Foundry for more information.

About Naspers Labs:

Naspers Labs is the group’s flagship social impact programme designed to transform and launch South Africa’s unemployed youth into economic activity. Currently, in its pilot phase, Naspers has invested R69 million in Naspers Labs and has set up four labs.

To date, over 2,000 young people have completed the Naspers Labs programme and 956 employment placements have been made. As a result of Covid-19, Naspers Labs is expanding its offering to train youth in Cyber Security, Software Development and Cloud Computing, through remote learning.

Visit www.nasperslabs.org for more information.

About Naspers

Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer internet companies that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam and a secondary listing on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus.

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