NovaBank SA Business Plan › Section 18 › Exit Strategy & Investor Returns

NovaBank has been structured from inception with a credible path to
liquidity for founding investors within a 5-to-7-year window. Three exit
routes are actively considered, with optionality preserved through the
capital structure and shareholder agreement.

18.1 JSE Listing (Primary Path)

A Johannesburg Stock Exchange (JSE) main board listing is the
preferred exit path. Recent SA financial-services IPO precedents include
Capitec (listed 2002, R350bn+ market cap today), Discovery Bank (parent
listed), and TymeBank’s mooted listing. NovaBank would qualify for Main
Board listing by Year 5, having met all profitability, governance, and
free-float requirements. Indicative IPO valuation in the base case is
ZAR 21–24 billion at a forward P/E of 9–11x and P/B of 3.5x, broadly
consistent with mid-cycle Capitec valuation multiples.

18.2 Strategic / Trade Sale

A trade sale to a strategic acquirer represents a credible
alternative path. Potential acquirers include: a Big-4 SA bank seeking
to acquire a digital and mass-market growth platform; a major
emerging-markets bank entering the SA market (e.g., Kotak Mahindra,
Standard Chartered, Itaú); a global digital-banking group (e.g.,
Revolut, Nubank); or a SA insurance group seeking a banking platform
(e.g., Sanlam, Old Mutual).

18.3 Strategic Minority / Pre-IPO Liquidity

In the event that public market conditions are unfavourable in Year
5, founding investors may obtain partial liquidity via a strategic
minority investment by a long-term shareholder (for example a sovereign
wealth fund, pension fund, or DFI such as IFC or AfDB). Such
transactions in SA banking have historically priced at a 10–20% discount
to listed peer multiples.

18.4 Shareholder Agreement Provisions

• Drag-along and tag-along rights to facilitate trade-sale
  execution.
• Pre-emptive rights for existing shareholders on new equity
  issuance.
• Information rights including monthly management accounts and
  quarterly board packs.
• Reserved matters list including major capital actions, M&A,
  and senior leadership changes.
• Exit-aligned long-term incentive plan for management with vesting
  on liquidity events.

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of NovaBank SA (Pty) Ltd.