Wrap Text
Rights Issue finalisation announcement
DISCOVERY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/007789/06)
JSE share code: DSY
ISIN: ZAE000022331
(“Discovery” or the “Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER
OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
RIGHTS ISSUE FINALISATION ANNOUNCEMENT
1. Introduction
Discovery shareholders are referred to the rights issue declaration announcement released on the Stock Exchange News
Service (“SENS”) on 24 February 2015, relating to a renounceable rights issue to qualifying Discovery shareholders (“Rights
Issue”) and to the announcement released on SENS today, relating to Discovery’s increased participation in DiscoveryCard.
The terms of the Rights Issue have now been finalised and all conditions precedent to the Rights Issue have been fulfilled.
2. Terms of the Rights Issue
Discovery shareholders are advised that the board of directors of Discovery has resolved to raise R5 billion in terms of the
Rights Issue.
The Rights Issue will consist of an offer of 55,555,556 new Discovery shares in the ratio of 9.38641 new Discovery shares
for every 100 Discovery shares held on the record date of the Rights Issue, being Friday, 20 March 2015, at an issue price
of R90.00 per Discovery share.
Rand Merchant Insurance Holdings Limited (“RMIH”) and certain directors and senior management of Discovery, who
collectively hold 37.1% of Discovery shares, have irrevocably committed to follow their rights pursuant to the Rights Issue.
The 62.9% balance of the Rights Issue is underwritten by RMIH.
3. Salient dates and times of the Rights Issue
The final salient dates and times for the Rights Issue are set out below:
2015
Last day to trade in Discovery shares (cum rights) in order to qualify to participate in the Rights
Issue on Friday, 13 March
Shares commence trading ex rights on the JSE at 09h00 on Monday, 16 March
Listing of and trading in the letters of allocation commences under JSE code DSYN and ISIN
ZAE000201430 at 09h00 on Monday, 16 March
Rights Issue circular posted on company website on Monday, 16 March
Rights Issue circular and form of instruction (where applicable) posted to qualifying, certificated
Discovery shareholders on Tuesday, 17 March
Record date for purposes of determining the shareholders entitled to participate in the Rights
Issue, at the close of business on Friday, 20 March
Rights Issue opens at 09h00 on Monday, 23 March
In respect of qualifying certificated Discovery shareholders, letters of allocation credited to an
electronic account held with the transfer secretaries at 09:00 on Monday, 23 March
In respect of qualifying dematerialised Discovery shareholders, CSDP or broker accounts
credited with letters of allocation at 09:00 on Monday, 23 March
Rights Issue circular, where applicable, posted to qualifying dematerialised Discovery
shareholders on Tuesday, 24 March
Last day to trade in letters of allocation in order to participate in the Rights Issue on Thursday, 26 March
In respect of qualifying certificated Discovery shareholders wishing to sell all or some of their
letters of allocation, forms of instruction to be lodged with the transfer secretaries by 12:00 on Thursday, 26 March
Listing of Rights Issue shares on the JSE at 09h00 on Friday, 27 March
In respect of qualifying certificated Discovery shareholders (or their renouncees) wishing to
exercise all or some of their rights, payment to be made and forms of instruction to be lodged Thursday, 2 April
with the transfer secretaries by 12:00 on
Rights Issue closes at 12h00 Thursday, 2 April
Record date for letters of allocation on Thursday, 2 April
Rights Issue shares issued on Tuesday, 7 April
In respect of qualifying dematerialised Discovery shareholders (or their renouncees), CSDP or
broker accounts debited with the aggregate Rights Issue price and updated with Rights Issue
shares at 09:00 on Tuesday, 7 April
In respect of qualifying certificated Discovery shareholders (or their renouncees), share Tuesday, 7 April
certificates in respect of Rights Issue shares posted on or about
Results of the Rights Issue announced on SENS on Tuesday, 7 April
Results of the Rights Issue published in the press on Wednesday, 8 April
In respect of successful excess applications (if applicable), rights issue shares issued to
qualifying dematerialised Discovery shareholders and/or share certificates posted to qualifying Thursday, 9 April
certificated Discovery shareholders on or about
In respect of unsuccessful excess applications (if applicable), refund payments made to
certificated Discovery shareholders on or about Thursday, 9 April
Notes:
1. All times referred to in the announcement are local times in South Africa.
2. Qualifying dematerialised Discovery shareholders (or their renouncees) will have their accounts at their CSDP automatically
credited with their rights.
3. CSDPs effect payment in respect of dematerialised Discovery shareholders (or their renouncees) on a delivery versus payment
basis.
4. Holders of dematerialised Discovery shares are required to notify their CSDP or broker of the action they wish to take in respect
of the Rights Issue in the manner and by the time stipulated in their custody agreements.
5. Qualifying certificated Discovery shareholders (or their renouncees) will have their rights credited to an account with the transfer
secretaries.
6. Discovery share certificates may not be dematerialised or rematerialised between Monday, 16 March 2015 and Friday, 20 March
2015, both days inclusive.
7. Share certificates will be posted at the risk of the qualifying certificated Discovery shareholders (or their renouncees).
4. Rights Issue circular
The Rights Issue circular and a form of instruction in respect of a letter of allocation will be distributed to qualifying
certificated Discovery shareholders on or about Tuesday, 17 March 2015. The Rights Issue circular will be distributed to
qualifying dematerialised Discovery shareholders registered on the record date for the Rights Issue on or about Tuesday, 24
March 2015.
Discovery shareholders are advised that the delivery of the Rights Issue circular and form of instruction may be affected by
service disruptions at the South African Post Office as a result of industrial action. Discovery shareholders who do not
receive a Rights Issue circular and form of instruction in a timely manner are advised to contact the transfer secretary,
Computershare Investor Services Proprietary Limited, on 0861 100 634 during business hours to make arrangements to
receive an electronic copy.
The Circular will also be available on the website of the Company (www.discovery.co.za) from Monday, 16 March 2015.
Johannesburg
10 March 2015
Bookrunner, lead financial adviser and sponsor to Discovery
Rand Merchant Bank (A division of FirstRand Bank Limited)
Financial adviser to Discovery
Tamela Holdings Pty Ltd
South African legal counsel to Discovery
ENSafrica
International legal counsel to Discovery
Davis Polk & Wardwell London LLP
This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in
or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution
would be unlawful. This announcement is for information purposes only, does not purport to be full or complete, is subject to
change and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the
United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness.
The Rights Issue shares have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration
or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no
public offer of the Rights Issue shares in the United States.
Neither this announcement nor the Rights Issue constitutes or is intended to constitute an offer to the public in South Africa
in terms of the South African Companies Act 71 of 2008 (as amended).
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a
“Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who
are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the
expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU,
to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified
Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take
any action on the basis of this announcement and should not act or rely on it.
This announcement has been issued by and is the sole responsibility of Discovery. No representation or warranty, express
or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the advisers or
by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the securities. Any investment decision to buy securities in the Rights Issue must be made solely on the basis
of publicly available information which has not been independently verified by Rand Merchant Bank (A division of FirstRand
Bank Limited) (“RMB”).
RMB is acting for Discovery and no one else, in connection with the Rights Issue and will not be responsible to anyone other
than Discovery for providing the protections offered to clients of RMB, nor for providing advice in relation to the Rights Issue.
Date: 10/03/2015 01:21:00 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.
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