To view the PDF file, sign up for a MySharenet subscription.

PROSUS N.V - Trading statement

Release Date: 15/06/2022 17:30
Code(s): PRX     PDF:  
Wrap Text
Trading statement

Prosus N.V.
(Incorporated in the Netherlands)
(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)
AEX and JSE Share Code: PRX ISIN: NL0013654783
(Prosus)


Trading statement

Shareholders are advised that the Prosus group (“the Group”) is finalising its summarised consolidated
financial statements for the year ended 31 March 2022.

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”) Limited 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 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 year ended 31 March 2022, 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.

In a year marked with continued global turmoil and uncertainty, which has made for a turbulent
operating environment, financial year 2022 was a year of progress for Prosus. We remained focused
on executing our long-term strategy and delivering strong operational growth across our core
segments. At the same time, we made strategic investments and laid the foundation for future growth
across the portfolio. We invested US$6.2bn in new acquisitions and existing businesses to expand our
ecosystems, mainly in Edtech and Food Delivery, and to position the business for continued long-term
growth in line with the groups long-term strategy.

Voluntary share exchange

On 16 August 2021, the Group completed a voluntary share exchange transaction which resulted in
Prosus free float (shareholders external to the Group) being entitled to 58.9% effective economic
interest in the Prosus NAV with Naspers being entitled to the remaining 41.1%. As at 31 March 2022
the Prosus free float’s effective economic interest in the Prosus NAV is 57.7% and Naspers holds the
remaining 42.3%, with the difference from the time of the exchange offer reflecting the completion
by Prosus of a $5 billion share repurchase program

In the year we bought 57 951 367 Prosus shares as part of the share buyback programme announced
as part of this transaction. Prosus has 1 419 444 251 net shares N(1) in issue at 31 March 2022. The
weighted average number of shares for N shareholders was 1 622 454 867 for the year ended 31
March 2021, and total net weighted average number of shares that participated in the economic
interest of Prosus was 1 506 713 351. The Group has illustrated the anticipated changes in earnings,
headline earnings and core headline earnings per share for the year ended 31 March 2022 as compared
to 31 March 2021 in the tables below:


                                                                   31 March 2022
                                            31 March                                                     Expected
                                                                      expected
                                              2021                                                 increase/(decrease)
                                                                increase/(decrease)
                                            US cents*                                                       %
                                                                     US cents*
 Earnings per N share (1)^                       459                     767 – 799                        167% – 174%
 Headline earnings* per N                                                                                (47%) – (40%)
                                                 360
 share (1)                                                            (169) – (144)
 Core headline earnings**                        299                                                     (21%) – (14%)
 per N share (1)                                                        (63) – (42)

^ Earnings per N share represents the economic interest per share taking into account the impact of the cross-holding
agreement between Prosus and Naspers, which became effective at the time of the closing of the voluntary share exchange.
The cross-holding agreement deals with how distributions by Prosus will be attributed to its N ordinary shareholders.

The significant increase in earnings per share is due to a gain of US$12.3bn realised on the sale of a
2% interest in Tencent in April 2021. This gain is excluded from headline and core headline earnings
per share.

Headline earnings is expected to decrease in the current year, mainly due to the decrease in
contribution to headline earnings from associates including lower fair value gains in the current year,
continued investment in growth adjacencies in our ecommerce businesses and increased net finance
cost.

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. Core headline
earnings per share for the current year is expected to decrease by between 63 and 42 cents per share
(between 21% and 14%). This is primarily due to continued investment in growth adjacencies in our
ecommerce businesses, a decreased contribution from Tencent due to the 2% divestment earlier this
year and increased net finance cost.

More details will be published with the annual report on Monday, 27 June 2022.

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 year, 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 recognized 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 unrealized 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; (vii) the amortization of intangible assets
recognized in business combinations and acquisitions; and (viii) the donations due to COVID-19, as these expenses are not
considered operational in nature. 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.


Footnote:
                                                                                                                                 
(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 31 March 2022. The earnings will be expected to increase in the same ratio as N ordinary
      shareholders.

15 June 2022

Symphony Offices
Gustav Mahlerlaan 5
1082 MS Amsterdam
The Netherlands

Sponsor:
Investec Bank Limited




                                                                                                                                

Date: 15-06-2022 05:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story