SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of June 1999
MIH LIMITED
(Translation of registrant's name into English)
Abbot Building
Mount Street
Tortola
Road Town
BRITISH VIRGIN ISLANDS
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F |X| Form 40-F |_|
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes |_| No |X|
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EXHIBIT LIST
Sequential
Exhibit Description Page Number
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99.1 Press Release dated June 17, 1999
of MIH Limited
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MIH LIMITED
Date: June 17, 1999 by /s/ Allan M. Rosenzweig
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Name: Allan M. Rosenzweig
Title: Group Director
Corporate Finance
MIH LIMITED
(Incorporated in the British Virgin Islands)
(Registration Number 47572)
("MIHL" or "the company")
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PRELIMINARY REPORT
Group audited results for the year ended 31 March 1999 were as follows:
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INTRODUCTION
MIHL concluded an eventful year, culminating in a successful listing on Nasdaq
and the Amsterdam Stock Exchange in April 1999. MIHL raised US$187,8 million
(before expenses) from the listing. The listing gives the group access to
international capital markets and enables the group to become a world-class
provider of media technologies and services over a wide variety of electronic
platforms, including Internet and interactive television.
RESULTS
Net revenues of the MIHL group amounted to US$610 million, which represents an
increase of 21,8% on the previous year. This results from organic growth in
subscriber numbers and the consolidation of the Mindport technology division for
the full year. Expansion of existing businesses and investment in new markets
resulted in an operating loss of US$44 million, compared to US$43 million the
previous year.
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MIHL's interest in UBC was equity accounted for the first time during the
current year. Goodwill arising on the acquisition of the interests in UBC and
OpenTV during the year amounted to US$72 million and will be written off over a
period of five years. Provisions of US$31,1 million created at the time of the
NetHold/Canal+ transaction regarding subscriber guarantees, decoder technology
and programming warranties, which are now no longer required, were reversed
during the year.
During the year MIHL increased its shareholding in United Broadcasting
Corporation Public Company Limited (UBC) of Thailand from 17,3% to 27,8% for a
consideration of US$67 million, and now equity accounts this investment. The
company intends to exercise an option to purchase an additional 3,3% of UBC for
US$9 million in cash, taking its interest to 31,1%.
In March 1999 MIHL purchased Thomson Consumer Electronics Inc.'s entire interest
in OpenTV Inc. (OpenTV) effectively in exchange for MIHL class A ordinary shares
issued simultaneously with its listing on the Nasdaq and AEX. MIHL sold a
portion of this OpenTV interest to Sun Microsystems for approximately US$9
million in cash. After giving effect to such sale, the company owns 80,1% of
OpenTV.
On 4 April 1998 MIHL's indirect subsidiary company, MultiChoice Africa
(Proprietary) Limited (MCA) transferred 28 million of its shares in Electronic
Media Network Limited/SuperSport International Holdings Limited (M-Net/SSIH) to
the Phuthuma Futhi share
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scheme so as to promote black empowerment, for a consideration of US$22 million.
Under certain conditions, MCA may be required to assume the Phuthuma Futhi
Trust's financing obligations at maturity on 14 April 2001, and re-acquire
ownership of the M-Net/SSIH shares. The shares transferred have been pledged as
collateral for such obligations. MCA is entitled to receive dividends until 2001
and MIHL accounts for a 19,8% equity investment in M-Net/SSIH.
MIHL acquired TV/Com International Inc. (TV/Com) during the current year for a
consideration of US$14,5 million in order to increase the group's conditional
access intellectual property rights.
PROSPECTS AND DEVELOPMENTS
MIHL's businesses are focussed on two areas:
o Mindport, which provides technology solutions to media companies
world-wide for interactive television operating systems, subscriber
management, conditional access and other pay-media applications; and
o the operation of television platforms in Africa, the Mediterranean region
and Asia, through various direct and indirect subsidiary companies, joint
ventures and associated companies.
Technology-related services
Mindport has completed its transition into a fully-fledged technology
development company. During the year Mindport acquired TV/Com and recently
increased to 80,1% its stake in
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OpenTV, the developer of the world's leading interactive television operating
system.
Mindport now owns powerful intellectual property rights and intends to unlock
further value in this area by developing its portfolio. Mindport and OpenTV are
poised for increased growth as their customers roll out their services during
the next year.
Internationally television platforms continue to experience significant changes.
The partial integration of television platforms with the Internet, through
interactive television applications, will allow for the viewing experience to be
fundamentally enhanced, resulting in a need for increased functionality and
storage capacity of decoders.
Television platforms
The aggregate subscriber base serviced by the television platform operations of
the MIHL group increased to in excess of 1,9 million subscribing households.
MIHL's indirect subsidiary company, MCA, with a subscriber base of close on 1,3
million homes in more than 40 countries across the African continent and
adjacent islands, continues to experience an increasing trend of analogue
subscribers migrating to the digital platforms.
The analogue operations in Greece and Cyprus enjoyed strong growth and reached
350 000 subscribing households. Regulatory rigidities in Greece have delayed the
launch of a digital
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business. A licence application for a digital platform was lodged at the
beginning of 1999 and the Radio and Television Council in Greece has recommended
to the Greek minister of press that the digital licence be awarded to
MultiChoice Hellas. Accordingly, it is anticipated that the launch of the
digital NOVA bouquet will follow later this year.
After a year of restructuring following the creation of UBC through the merger
of IBC and UTV, the Thailand subscriber base grew to approximately 300 000
homes.
Future strategy
It is evident that the provision of interactive and content services on the
Internet closely mirrors the value chain of its television platforms and that
interactive television services will rely on both Internet and television
operating technologies to be successful. MIHL intends to concentrate on
developing television platform and online Internet service opportunities in
South East Asia and China.
Year 2000
The MIHL group has conducted a comprehensive review of its operations to
determine if the group's business critical systems are Year 2000 compliant. The
group has completed the compilation of an inventory of its hardware and software
systems and an impact analysis has been prepared. Although certain of its
systems and products are not Year 2000 compliant, the
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group believes that with its planned modifications, the Year 2000 issue will not
pose significant operational problems for its products, services and business
critical systems. The group has incurred, and will incur, general staff costs,
consultancy fees and other expenses in preparation for the Year 2000, which will
be absorbed within the normal operating budget of the group.
The group relies, in the provision of its services, on systems, suppliers and
third parties (outside systems) which, frequently, are not controlled by the
group. These may not be Year 2000 compliant and may have an adverse effect on
the group's business.
On behalf of the board:
T Vosloo J D T Stofberg
Chairman Chief Executive
Directors
T Vosloo (chairman), J P Bekker, V G Bray, J H W Hawinkels, S G Oldfield, S J Z
Pacak, L R Penfold, A M Rosenzweig, J D T Stofberg (chief executive).
Registration Agents
First Chicago Trust Company of New York
Mail Suite 4690
P O Box 2532
Jersey City
New Jersey
07303-2532
Registered Office
Abbott Building
Road Town
Tortola
British Virgin Islands
Web site Address
www.mih.com
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MIH LIMITED
ABRIDGED BALANCE SHEET
(in millions of US dollars)
31 March 31 March
1999 1998
ASSETS
Current Assets $ 210 $ 275
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Cash and cash equivalents 56 153
Inventories and accounts receivable 115 99
Programme and film rights 39 23
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Non-Current Assets 566 371
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Tangible fixed assets, net 237 114
Intangible assets, net 207 164
Long-term investments 70 77
Programme and film rights 52 16
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TOTAL ASSETS $ 776 $ 646
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LIABILITIES
Current Liabilities $ 351 $ 309
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Bank overdrafts and short-term loans 64 16
Current portion of long-term debt 16 36
Current portion of programme and film
rights 38 6
Accounts payable and other current
liabilities 233 251
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Non-Current Liabilities 249 83
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Long-term debt 206 55
Programme and film rights 43 25
Net deferred tax -- 3
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SHAREHOLDERS' EQUITY
Total shareholders' equity 176 254
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TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 776 $ 646
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MIH LIMITED
INCOME STATEMENT
(in millions of US dollars)
31 March 31 March
1999 1998
Net revenues $ 610 $ 501
Operating expenses 654 544
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Cost of providing services 392 309
Selling, general and administrative 211 177
Depreciation and amortisation 51 58
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Operating loss (44) (43)
Financial results, net (9) (5)
Equity results in joint ventures (41) (5)
Equity results in associates (2) (3)
Profit on sale of joint venture 31 --
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Loss before taxation (65) (56)
Income taxation -- (8)
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Loss after taxation (65) (64)
Minority interest -- 4
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Loss from continuing operations (65) (60)
Loss from discontinued operations (4) (4)
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Net loss $ (69) $ (64)
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Loss per share from continuing operations (basic
and diluted) $ (1.70) $ (1.57)
Net loss per share (basic and diluted) $ (1.80) $ (1.67)
Shares used to compute (loss)/profit per share 38,235,000 38,235,000
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MIH LIMITED
ABRIDGED CASH FLOW STATEMENT
(in millions of US dollars)
31 March 31 March
1999 1998
Cash (used in)/from operating activities $ (19) $ 5
Cash (used in)/from investing activities (95) 170
Cash from/(used in) financing activities 18 (77)
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(Decrease)/increase in cash and cash
equivalents (96) 98
At the beginning of the year 153 61
Translation adjustment (1) (6)
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Cash and cash equivalent at end of the year $ 56 $ 153
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MIH LIMITED
SUPPLEMENTARY INFORMATION
(in millions of US dollars except for the net asset value per share)
31 March 31 March
1999 1998
Included in selling, general and administrative
expenses:
Operating lease charges $ 37 $ 33
Financial results (9) (5)
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Interest received 10 8
Interest paid (21) (13)
Net foreign exchange losses (1) (6)
Dividends received 3 3
Gain on disposal of investment -- 3
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Long-term Investments: 70 77
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Marketable securities 1 57
Associates 14 13
Joint ventures 55 7
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Market value of listed investments 122 159
Directors' valuation of unlisted investments 1 4
Capital expenditure for the period 11 32
Commitments:
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Capital expenditure 3 18
Operating lease commitments 88 245
Programme rights commitments 34 16
Decoder commitments 20 13
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Net asset value per share (cents) 366,16 664,3
