DISCOVERY LIMITED - Announcement regarding the proposed restructure of RMI and proposed unbundling of Discovery shares by RMI

Announcement regarding the proposed restructure of RMI and proposed unbundling of Discovery shares by RMI

Discovery Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/007789/06)
Legal Entity Identifier: 378900245A26169C8132
JSE share code: DSY ISIN: ZAE000022331
("Discovery")

ANNOUNCEMENT REGARDING THE PROPOSED RESTRUCTURE OF RMI AND PROPOSED
UNBUNDLING OF DISCOVERY SHARES BY RMI


Shareholders are referred to the announcement published by Rand
Merchant Investment Holdings Limited ("RMI") today, 20 September 2021
regarding the proposed restructure of RMI, including the proposed pro
rata distribution in specie of RMI's shareholding in Discovery to RMI
shareholders.

RMI (historically through its sister company, RMB Holdings Limited,
prior to the creation and listing of RMI) has been a long term,
supportive and value-adding shareholder of Discovery. In this context,
Discovery is appreciative of the value added by RMI and acknowledges
the strategic rationale behind this restructure to unlock shareholder
value. RMI intends to remain a committed and supportive strategic
shareholder of Discovery until the implementation of the Proposed
Unbundling. RMI has furthermore confirmed its intention to support and
participate in any potential equity capital raise required to fund
Discovery’s investment into Ping An Health Insurance.

Strategic shareholders of RMI, including Remgro Limited ("Remgro") and
Royal Bafokeng Holdings Limited ("RBH") will, post the Proposed
Unbundling, continue to hold what will now become a direct interest in
Discovery. Together with Discovery’s founders (Adrian Gore and Barry
Swartzberg) ("Founders"), these shareholders have already made a
significant contribution to building Discovery into a market-leading
business through their long-term shareholding in RMI and remain
committed to Discovery and its strategy. In addition, the Founders,
Remgro and RBH are in discussions as to how the parties will work
together going forward.

The proposed change in the shareholding structure of Discovery as a
consequence of the Proposed Unbundling will not impact its business
model, operations or capital and solvency position and the Founders and
the Discovery management team remain committed to delivering on
Discovery’s strategy and growth potential.

The Proposed Unbundling remains subject to conditions precedent
customary for transactions of this nature, including RMI obtaining the
necessary regulatory (including the Prudential Authority) and
shareholder approvals.

Sandton
20 September 2021

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 20-09-2021 08:10:00
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