31 Aug - 5 min read

Acquisition of 100% of the equity in Billdesk

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

31 August 2021
Equity Sponsor: Investec Bank Limited


Enquiries

Investor Enquiries                          +1 347-210-4305
Eoin Ryan, Head of Investor Relations

Media Enquiries                             +27 78 802 6310
Shamiela Letsoalo, Media Relations Director
SA



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 a 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 ecommerce 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.


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.

Date: 31-08-2021 07:50:00
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