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DISCOVERY LIMITED (Incorporated in the Republic Of DISCOVERY LIMITED (Incorporated in the Republic of South Africa) (Registration number 1999/007789/06) JSE share code: DSY ISIN: ZAE000022331 (“Discovery” or “the Company”) Voluntary announcement regarding Discovery’s proposed increased participation in DiscoveryCard to 74.99% (“the Transaction”) 1. Introduction Discovery shareholders are referred to the announcements released on the Stock Exchange News Service (“SENS”) on 24 February 2015, relating to the unaudited interim results and cash dividend declaration for the six months ended 31 December 2014 and the intention to undertake an underwritten renounceable rights issue to qualifying Discovery shareholders (“Rights Issue”), and to today’s “Rights Issue Finalisation Announcement”. As communicated in these announcements, a portion of the Rights Issue proceeds will be used to fund growth in adjacent financial services markets in South Africa. Discovery has an excellent track record in expanding its behavioural insurance offering both locally and globally. This shared value model is underpinned by Vitality – Discovery’s world‐leading behavioural‐based wellness programme. Vitality provides Discovery with a unique and powerful data asset of wellness, lifestyle and consumer behaviour which offers insight into member risk profiles and enables better underwriting beyond what can be derived from purely financial behaviour. 2. Background to DiscoveryCard The DiscoveryCard was established in 2004 by Discovery and First National Bank (A division of FirstRand Bank Limited) (“FNB”). The establishment of DiscoveryCard was predicated on Discovery’s ability to offer a differentiated, relevant value proposition based on Vitality and Discovery’s behaviour‐linked model, combined with FNB’s credit card and operational expertise. The business model was constructed with Discovery receiving the revenue required to fund the integrated behavioural incentives and Discovery sharing in 20% of the underlying DiscoveryCard profit. DiscoveryCard has grown its customer base to over 250,000 primary cardholders with 315,000 cards in issue. Net advances of DiscoveryCard totalled R3.4 billion as at 31 December 2014. The DiscoveryCard customer base is a profitable and unique asset, and sits in the mid‐income, mass affluent and affluent segment of the credit card market, which constitutes 93% of the industry’s profit pool. The DiscoveryCard made a profit of approximately R300 million before tax for the financial year to 30 June 2014. 3. The Transaction Discovery’s unique behaviour‐based insurance model is applicable to the broader financial services industry. The success of the DiscoveryCard is clear evidence of this. In order to broaden its financial services offering, Discovery has entered into a memorandum of understanding with FirstRand Limited (“FirstRand”) to increase Discovery’s participation in the DiscoveryCard to 74.99%, with FirstRand retaining 25.01%. As consideration for its increased participation, Discovery will make a cash payment to FirstRand for R1.35 billion on 1 July 2015. It is intended that in time, this arrangement will be expanded to a broader product suite with the same profit share. In addition, Discovery will contribute 100% of an additional R800 million investment which will likely be required to develop and enhance this financial services platform. DiscoveryCard will continue to operate on the FirstRand Bank banking licence and systems and FirstRand Bank will continue to provide funding to DiscoveryCard. 4. Funding of the Transaction Discovery will fund the Transaction through a portion of the proceeds of the Rights Issue. 5. Conditions precedent The Transaction is subject to regulatory approvals. 6. Categorisation of the Transaction The Transaction consideration represents less than 5% of Discovery’s market capitalisation and is not a categorised transaction in terms of the Listings Requirements of the JSE Limited. This announcement is therefore voluntary. Johannesburg 10 March 2015 Financial adviser to Discovery Deutsche Bank Sponsor to Discovery RAND MERCHANT BANK (A division of FirstRand Bank Limited) South African legal counsel to Discovery ENSafrica .
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