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MarketScreener Homepage  >  Equities  >  Johannesburg Stock Exchange  >  Naspers Limited    NPNJ.N   ZAE000015889

NASPERS LIMITED

(NPNJ.N)
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Naspers Limited Offer Update -6-

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12/09/2019 | 02:29am EST

ii. the illustrative value of Just Eat at the Grubhub 2020 enterprise value / revenue multiples is for illustrative purposes only and should not be interpreted as a valuation estimate or profit forecast under the Takeover Code. It is calculated by applying Grubhub's enterprise value / 2020 revenue multiple (as calculated above) of 2.9x to Just Eat's 2020 consensus revenue of GBP1,276 million (as detailed below) to obtain an illustrative enterprise value of GBP3,699 million, and using net debt of GBP32 million, and other adjustments of GBP(63) million to obtain an illustrative equity value of GBP3,614 million. Dividing by shares outstanding of 687 million obtains the illustrative share price of 526 pence per share.

(h) Shareholder returns have been sourced from Bloomberg and reference the period from 21 October 2016 to 21 October 2019.

(i) Prior to acquiring Delivery Hero's German assets in 2018, Takeaway.com's share price was EUR44.90 (as at 20 December 2018).

(j) Just Eat invested GBP51 million in growth initiatives in 2018 according to their H1 2019 investor presentation. This compares to a US$400 million multi-year investment commitment announced in November 2018 for iFood, US$200 million in marketing and delivery expansion in 2018 for Grubhub, and EUR350 million in growth initiatives in 2019 for Delivery Hero.

(k) The <GBP10 million investment in Menulog by Just Eat referenced by Prosus is calculated as their GBP19 million investment in Canada and Australia announced in Just Eat's 2018 annual report, less the GBP12 million uEBITDA loss in Canada reported in their 2018 annual report. The Menulog writedown of GBP180 million was reported in Just Eat's 2017 annual report. Menulog's broker valuation of GBP104 million is the arithmetic average of the value assigned to Australia and New Zealand by those brokers available to Prosus which provide an SOTP valuation of Just Eat dated after 31 July 2019 (that being the date of Just Eat's H1 2019 results). These brokers include:

   i.    Barclays (1 August 2019), Exane BNP Paribas (30 October 2019) and Macquarie (6 August 2019); 

ii. the minimum ANZ valuation estimate per the consensus is GBP76 million, the maximum is GBP128 million, and the arithmetic average is GBP104 million; and

iii. in accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with the agreement or the approval of Takeaway.com.

(l) The source for Just Eat own-delivery orders referenced by Prosus is Just Eat's H1 2019 results presentation.

(m) The source for Takeaway.com own-delivery orders referenced by Prosus is Takeaway.com's H1 2019 results presentation.

(n) Takeaway.com all time high share price is based on EUR86.85 (30 August 2019) which is defined as the highest Close Price on any given day after its first trading day following IPO on 30 September 2016.

   (o)        Takeaway.com broker consensus is based on the following: 

i. Takeaway.com consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Takeaway.com's H1 2019 results statement) as at 6 December 2019 (the last practicable date prior to the publication of this Announcement) and includes group level estimates from the following analysts: Barclays (9 October 2019), Credit Suisse (19 November 2019), Deutsche Bank (9 October 2019), Exane BNP Paribas (26 November 2019), HSBC (23 October 2019), ING Bank (2 December 2019), Jefferies (9 October 2019), Macquarie, (18 October 2019) and RBC Capital Markets (9 October 2019). Estimates from Goldman Sachs and UBS have been excluded from the consensus as they are connected advisors to Just Eat. Estimates from J.P. Morgan Cazenove and Morgan Stanley have been excluded as they are connected advisors to Prosus. Estimates from Bank of America Merrill Lynch have been excluded as they are a connected advisor to Takeaway.com;

ii. the minimum 2020 group revenue estimate per the consensus is EUR509 million, the maximum is EUR589 million, and the arithmetic average is EUR556 million; and

iii. in accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with the agreement or the approval of Takeaway.com.

(p) Takeaway.com's enterprise value / 2020 revenue of 9.9x is based on Takeaway.com's enterprise value of EUR5,481 million is calculated as Takeaway.com's equity value of EUR5,294 million (based on total shares outstanding of 61.2 million as per the Just Eat Scheme Document and share price of EUR86.50 as at 6 December 2019) plus net debt of EUR166 million, and other adjustments of EUR21 million. 2020 revenue reflects the arithmetic average broker consensus of EUR556 million as defined above.

(q) Delivery Hero Financial Information is taken from Delivery Hero's Q3 trading update published on 31 October 2019.

(r) Delivery Hero's enterprise value / 2020 revenue is based on Delivery Hero's enterprise value of EUR8,240 million is calculated as Delivery Hero's equity value of EUR9,630 million (based on total shares outstanding of 195.2 million and share price of EUR49.33 as at 6 December 2019) plus net debt of EUR(715) million, and other adjustments of EUR(676) million. 2020 revenue reflects the Capital IQ broker consensus of EUR2,054 million.

   (s)        Just Eat broker consensus as at 6 December 2019 is based on the following: 

i. Just Eat consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Just Eat's H1 2019 results statement) as at 6 December 2019 (the last practicable date prior to the publication of this Announcement) and includes group level estimates from the following analysts: Arete Research Services (4 November 2019), Barclays (22 October 2019), Berenberg (9 August 2019), Credit Suisse (13 November 2019), Exane BNP Paribas (30 October 2019), HSBC (23 October 2019), Investec (04 November 2019), Jefferies (22 October 2019), Liberum (23 October 2019), Macquarie (2 October 2019), Numis Securities (31 October 2019), Peel Hunt (30 October 2019) and RBC Capital Markets (24 October 2019). Estimates from Goldman Sachs and UBS have been excluded from the consensus as they are connected advisors to Just Eat. Estimates from J.P. Morgan Cazenove and Morgan Stanley have been excluded as they are connected advisors to Prosus. Estimates from Bank of America Merrill Lynch have been excluded as they are a connected advisor to Takeaway.com;

ii. the minimum 2020 group revenue estimate per the consensus is GBP1,191 million, the maximum is GBP1,458 million, and the arithmetic average is GBP1,276 million; and

iii. in accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with the agreement or the approval of Just Eat.

   (t)         Just Eat broker consensus as at 26 July 2019 is based on the following: 

i. Just Eat consensus comprises all analyst notes available to Prosus since 6 March 2019 (the date of Just Eat's FY 2018 Results statement) as at 26 July 2019 (the unaffected date) and includes group level estimates from the following analysts: Barclays (9 July 2019), Berenberg (8 July 2019), Exane BNP Paribas (16 July 2019), Investec (26 April 2019), Liberum (19 July 2019), Macquarie (26 April 2019), Peel Hunt (23 July 2019) and RBC Capital Markets (3 July 2019). Estimates from Goldman Sachs and UBS have been excluded from the consensus as they are connected advisors to Just Eat. Estimates from J.P. Morgan Cazenove and Morgan Stanley have been excluded as they are connected advisors to Prosus. Estimates from Bank of America Merrill Lynch have been excluded as they are a connected advisor to Takeaway.com;

ii. the minimum 2020 group revenue estimate per the consensus is GBP1,247 million, the maximum is GBP1,458 million, and the arithmetic average is GBP1,301 million; and

iii. in accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with the agreement or the approval of Just Eat.

   (u)        Just Eat's enterprise value / 2020 revenue of 3.4x as at 26 July 2019 is based on: 

i. Just Eat's enterprise value of GBP4,419 million is calculated as Just Eat's equity value of GBP4,364 million (based on total shares outstanding of 687 million as per the Just Eat H1 2019 report and share price of GBP6.36 as at 26 July 2019) plus net debt of GBP118 million, and other adjustments of GBP(63) million; and

ii. 2020 revenue reflects the arithmetic average broker consensus of GBP1,301 million as defined above.

(v) The statement that Takeaway.com is currently trading on a revenue multiple 2.9 times Just Eat's own unaffected multiple is based on Takeaway.com's current multiple of 9.9x as defined above, divided by Just Eat's unaffected multiple of 3.4x.

(w) Low Competition Markets are defined as those markets where the leader holds more than 80 per cent. market share (based on Google Trends).

(x) The calculation of synergies that Takeaway.com and Just Eat have announced representing just 1.6 per cent. of the combined cost base is calculated based on the sum of Just Eat and Takeaway.com cost bases as at H1 2019, FY 2019 and H1 2018 (last twelve months = H1 2019 + FY 2019 - H1 2018). Cost base is defined as Revenue - operating profit, as reported in H1 2019 and FY 2018 reports of both companies. Just Eat figures are converted to euro at the average exchange rate of the respective periods, as per Capital IQ.

(y) The synergy figures for the Takeaway.com / Just Eat combination referenced by Prosus are sourced from the Just Eat Scheme Document published on 22 October 2019, and Takeaway.com's investor presentation dated 29 July 2019. The investor presentation states that 60 per cent. of the cost savings are derived from operational and technology efficiency, whilst the Just Eat Scheme Document states that the potential reduction in headcount is approximately three per cent. across the Combined Group.

(z) Top restaurants defined as those included in the TripAdvisor Top 50 for the relevant city as at 8 December 2019.

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Financials (USD)
Sales 2020 3 979 M
EBIT 2020 -544 M
Net income 2020 3 093 M
Finance 2020 5 137 M
Yield 2020 0,28%
P/E ratio 2020 23,5x
P/E ratio 2021 28,6x
EV / Sales2020 17,8x
EV / Sales2021 14,0x
Capitalization 76 094 M
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Number of Analysts 13
Average target price 232,49  $
Last Close Price 173,65  $
Spread / Highest target 79,8%
Spread / Average Target 33,9%
Spread / Lowest Target 9,56%
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NameTitle
Robert van Dijk Group Chief Executive Officer & Executive Director
Jacobus Petrus Bekker Non-Executive Chairman
Patrick Luke Kolek Group Chief Operating Officer
Vasileios Sgourdos Group Chief Financial Officer & Director
Tshamano Mohau Frederik Phaswana Lead Independent Non-Executive Director
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