Wrap Text
Results of the accelerated bookbuild offering
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,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 OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
RESULTS OF THE ACCELERATED BOOKBUILD OFFERING
Shareholders are referred to the announcement released on 8 November 2018 regarding the launch of an accelerated
bookbuild offering by way of a vendor consideration placement (the “Placement”). Discovery is pleased to announce that it
has successfully closed and priced the Placement.
The Placement will result in the issue of 11,445,744 new Discovery ordinary shares (the “Placement Shares”) to qualifying
investors at a price of ZAR162.00 per ordinary share for a total consideration of ZAR1.85 billion. The sale price represents a
2.0% premium to Discovery’s 30 day VWAP of ZAR158.84 as at the close of trade on 8 November 2018.
As part of the Placement, certain directors of Discovery including, A Gore, B Swartzberg and H Mayers, collectively subscribed
for 1,482,261 Placement Shares (the “Participating Directors’ Shares”) at the clearing price of the bookbuild. The issue and
settlement of the Participating Directors’ Shares remains subject to the approval of the necessary resolutions at the annual
general meeting of Discovery shareholders, scheduled for 26 November 2018, authorising the issue of the Participating
Directors’ Shares in terms of section 41(1) of the Companies Act, No. 71 of 2008, as amended.
An application will be made to the JSE for the listing of the Placement Shares, excluding the Participating Directors’ Shares.
Subject to approval by the JSE, listing and trading of the Placement Shares, excluding the Participating Directors’ Shares, is
expected to commence at 09h00 on Wednesday, 14 November 2018.
Discovery has agreed, pursuant to a placing agreement entered into with the Joint Bookrunners (as named below), not to
issue or sell any further Discovery ordinary shares for a period of 90 days after the closing of the Placement, subject to
customary exceptions and waiver by the Joint Bookrunners.
Sandton
9 November 2018
Joint Bookrunners
Rand Merchant Bank (A division of FirstRand Bank Limited)
Morgan Stanley & Co. International plc
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal counsel to Discovery
ENS Africa
Shearman & Sterling (London) LLP
Legal counsel to the Joint Bookrunners
Bowman Gilfillan Inc
Freshfields Bruckhaus Deringer LLP
The distribution of this announcement and the offer and sale of the Placement Shares in certain jurisdictions may be restricted
by law. The Placement Shares may not be offered to the public in any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document relating to the Placement Shares in such jurisdiction. No
action has been taken by Discovery or the Joint Bookrunners or any of their respective affiliates that would permit an offering
of the Placement Shares or possession or distribution of this announcement or any other offering or publicity material relating
to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In South Africa, the Placement will not be an “offer to the public” as defined in the South African Companies Act, No.71 of
2008 (“Companies Act”). Qualifying investors will accordingly only be permitted to apply for shares, if the applicant is a person
who or which falls within one of the specified categories of persons listed in section 96(1)(a) of the Companies Act, or in
accordance with s96(1)(b) of the Companies Act, the application is for a minimum total acquisition cost, per single addressee
acting as principal, of greater than or equal to ZAR1,000,000.
This press release is for informational purposes only and does not constitute or form a part of an offer to sell or a solicitation
of an offer to purchase any security in the United States or in any other jurisdiction where such offer or solicitation is unlawful.
The securities described in this press release have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), or any applicable state or foreign securities laws and may not be offered or sold in the
United States absent registration or an exemption from the registration requirements of the Securities Act. The Placement
Shares are being offered and sold in the United States only to a limited number of “qualified institutional buyers” (“QIBs”) in
reliance on Rule 144A under the Securities Act or another exemption from, or transaction not subject to, the registration
requirements of the Securities Act, and are being sold outside the United States in offshore transactions in accordance with
Regulation S under the Securities Act. There will be no public offering of securities in the United States.
In Member States of the European Economic Area (“EEA”), 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
the 2010 PD Amending Directive), and includes any relevant implementing measure in the Member State and the expression
“2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom, this announcement is directed
exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who
fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
Date: 09/11/2018 08:26:00 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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