Wrap Text
Results of the Rights Issue
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED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.
RESULTS OF THE RIGHTS ISSUE
1. Introduction
Discovery shareholders are referred to the announcements released on the Stock Exchange News Service (“SENS”) on
24 February 2015 and 10 March 2015, relating to a renounceable rights issue to qualifying Discovery shareholders to raise
R5.0 billion (“Rights Issue”).
The Rights Issue consisted of an offer of 55,555,556 new Discovery shares (“Rights Issue Shares”) at an issue price of
R90.00 per Rights Issue Share.
The Rights Issue was partially underwritten by Rand Merchant Insurance Holdings Limited (‘the Underwriter’).
2. Results of the Rights Issue
The Rights Issue closed at 12:00 on Thursday, 2 April 2015. The Rights issue was significantly oversubscribed and the
results of the Rights Issue are set out below:
Number of Rights Issue Shares % of Rights Issue
Rights Issue Shares available for subscription 55,555,556 100.0
Subscriptions for Rights Issue Shares 55,091,776 99.2
Applications for excess Rights Issue Shares 67,456,062 121.4
Excess Rights Issue Shares available to be allocated 463,780 0.8
The Underwriter will not be required to subscribe for any Rights Issue Shares.
3. Issue of Rights Issue Shares
Share certificates will be posted to holders of certificated shares who have followed their rights on Tuesday, 7 April 2015.
The CSDP or broker accounts of holders of dematerialised shares or their renouncees, who have followed their rights, will
be credited with the Rights Issue Shares and debited with any payments due on Tuesday, 7 April 2015.
4. Excess applications
The excess Rights Issue Shares applied for will be allocated in a manner viewed as equitable in terms of the JSE Listings
Requirements, taking cognisance of the number of shares held by the shareholder, including those taken up as a result of
the Rights Issue, and the number of excess Rights Issue Shares applied for by such shareholder.
Share certificates will be posted to holders of certificated shares, who have been allocated excess Rights Issue Shares on
or about Thursday, 9 April 2015.
The CSDP or broker account of holders of dematerialised shares who have been allocated excess Rights Issue Shares, will
be credited with the excess Rights Issue Shares on or about Thursday, 9 April 2015.
Refund payments in respect of unsuccessful applications will be made to the relevant applicants on or about Thursday, 9
April 2015. No interest will be paid on monies received in respect of unsuccessful applications.
Johannesburg
7 April 2015
Bookrunner, lead financial adviser and sponsor to Discovery
Rand Merchant Bank (A division of FirstRand Bank Limited)
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.
Date: 07/04/2015 08:45:00 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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