| Fri 20 Mar 2009, 13:43 | | DSY - Discovery - Odd-Lot Offer And Specific Share Repurchase |
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DSY
DSY
DSY - Discovery - Odd-Lot Offer And Specific Share Repurchase
Discovery Holdings Limited
(Registration number 1999/007789/06)
(Incorporated in the Republic of South Africa)
JSE share code: DSY & ISIN: ZAE000022331
("Discovery" or "the Company")
ODD-LOT OFFER AND SPECIFIC SHARE REPURCHASE
1. Introduction
Discovery wishes to reduce the substantial and ongoing administration costs
associated with having a large number of shareholders who hold up to 500 shares
each, which arose subsequent to FirstRand Limited unbundling its 57.1% stake in
Discovery. On 28 February 2009, 11,959 shareholders, being 49.7% of the total
number of shareholders, held less than 100 shares each ("odd-lot holders"). An
additional 6,978 shareholders, being 29.0% of the total number of Discovery
shareholders, held from 100 to 500 shares each ("specific holders"). This means
that on 28 February 2009, 78.7% of the total number of Discovery shareholders
held less than 500 shares. The shares held by these shareholders aggregate
approximately 2,500,000 shares, which constitutes approximately 0.4% of the
total number of Discovery shares in issue. In order to reduce the substantial
and ongoing costs of administration associated with such a large number of odd-
lot and specific holders, and to provide them with an inexpensive method of
realising their investment in Discovery, the directors of Discovery have
proposed the implementation of an odd-lot offer to repurchase the shares of
Discovery shareholders holding less than 100 shares ("odd-lot offer"), as well
as a specific offer to repurchase the shares of Discovery shareholders holding
from 100 to 500 shares ("specific offer") .
A circular containing full details of the odd-lot and specific offers
(collectively, the "offers") will be posted to all Discovery shareholders on 23
March 2009. Shareholders are urged to read the circular carefully.
2. Shareholders information line
Shareholders are encouraged to make use of the shareholder information line for
assistance. If you have any questions regarding the contents of the circular,
please call the Discovery shareholder information line on 0861 100 914 (or +27
11 870 8230 if phoning from outside South Africa) from Monday, 23 March 2009
between 08h00 and 17h00.
3. Mechanism of the offers
The offers shall be open for acceptance from 09h00 on Monday, 23 March 2009 and
will close at 12h00 on Friday, 15 May 2009. All odd-lot holders and specific
holders at the close of business on 15 May 2009 will be invited to participate
in the odd-lot and specific offers respectively.
3.1 Odd-lot offer
The shares of those odd-lot holders who do not make an election with respect to
their shares and the shares of those odd-lot holders who elect to sell their
shares will be repurchased by Discovery`s wholly-owned subsidiary, Discovery
Health (Proprietary) Limited ("Discovery Health") at the offer price (see
paragraph 4 below). Any such repurchase will be regarded as an acquisition of
shares in terms of the Companies Act, 1973 (Act 61 of 1973), as amended
("Companies Act") and as an odd-lot offer in terms of the JSE Limited ("JSE")
Listings Requirements. Shareholders will be required to vote on the odd-lot
offer at the general meeting referred to in paragraph 9 below.
Odd-lot holders who do not make any election with respect to their shares,
should note that, subject to the applicable resolutions being passed at the
general meeting, their shares will automatically be repurchased by Discovery
Health, without any further action on their part and without any further notice
to them.
3.2 Specific offer
The shares of those specific holders who elect to sell their shares will be
repurchased by Discovery Health at the offer price (see paragraph 4 below). Any
such repurchase will be regarded as an acquisition of shares in terms of the
Companies Act and as a specific repurchase of shares in terms of the JSE
Listings Requirements. Shareholders will be required to vote on the specific
repurchase at the general meeting referred to in paragraph 9 below. Specific
holders who do not elect to sell their shares will retain their shareholding in
Discovery.
4. Offer price
The offer price of R25.18, is the volume weighted average traded price of a
Discovery share on the JSE over the 5 trading days commencing Friday, 13 March
2009 and ending Thursday, 19 March 2009, plus a 5% (five percent) premium.
5. Effect on Discovery`s share capital
The repurchase of shares by Discovery pursuant to the offers will have no
material affect on Discovery`s ordinary share capital.
6. Financial effects
The repurchase of shares by Discovery pursuant to the offers will have no
significant effect on Discovery`s earnings and headline earnings per share, or
on the net asset value and tangible net asset value per share.
7. Conditions precedent
The implementation of the offers is subject to the passing and registration by
the Registrar of Companies, where necessary, of the special and ordinary
resolutions to be proposed at the general meeting of shareholders of Discovery
to be held at 09h00 in the auditorium, Ground Floor, 155 West Street, Sandown,
Sandton, on Thursday, 23 April 2009.
8. Salient dates and times
The salient dates and times in respect of the offers are as follows:
2009
The offers open and circular posted to Monday, 23 March
all shareholders on
Proxy forms for the general meeting of Monday , 20 April
shareholders to be received by 09h00
on
Thursday, 23 April
General meeting of shareholders to be
held at 09h00 on
Thursday, 23 April
Results of the general meeting
released on SENS on
Friday, 24 April
Results of the general meeting
published in the press on
Thursday, 30 April
Special resolutions to amend the
articles of association and approve
the specific repurchase to be
registered with CIPRO by
Friday, 8 May
Last day to trade in order to
participate in the offers is
Monday, 11 May
Shares trade "ex" the offers on
Monday, 11 May
Shareholders who purchase shares on or
after this date will not be eligible
to participate in the offers
Forms of election and surrender for Friday, 15 May
the offers to be received by
Computershare Investor Services (Pty)
Limited ("Computershare")by 12h00 on
(see note 3)
Friday, 15 May
The offers close at 12h00 on
Record date to determine those Friday, 15 May
shareholders entitled to participate
in the offers at the close of business
on
Friday, 15 May
Implementation of the offers takes
effect after close of business on
Odd-lot holders and specific holders
with dematerialised shares will have Monday, 18 May
their accounts held at their CSDP or
broker updated with their new holding
and credited with the offer price on
Payment of the offer price to odd-lot Monday, 18 May
holders and specific holders with
certificated shares in respect of
their sale shares in terms of the
offers (see note 4)
Monday, 18 May
Results of the offers released on SENS
on
Tuesday, 19 May
Results of the offers published in the
press on
Notes:
1. These dates and times are subject to change. Any material changes will be
published on SENS and in the press.
2 Share certificates may not be dematerialised or rematerialised between
Monday, 11 May 2009 and Friday, 15 May 2009, both days inclusive.
3. Dematerialised odd-lot holders and specific holders are required to notify
their duly appointed CSDP or broker of their choice in the manner and time
stipulated in the agreement governing the relationship between them and
their CSDP or broker.
4. In the case of holders of certificated shares who complete the form of
election and surrender and elect to sell their shares, payment will be made
either by:
- electronic funds transfer into the bank accounts of odd-lot holders
and specific holders on or about Monday, 18 May 2009 if such holders`
banking details have been provided in the form of election and
surrender; or
- cheque which will be posted at the risk of odd-lot holders and
specific holders on or about Monday, 18 May 2009 if such holders
banking details have not been provided in the form of election and
surrender.
5. Those odd-lot holders who do not make an election by completing the blue
form of election and surrender and returning it to Computershare, to be
received by no later than 12h00 on Friday, 15 May 2009, will automatically
be regarded as having chosen and accepted the cash consideration, such cash
consideration will be paid within 5 business days of receipt of the shares
by Computershare. Specific holders who do not complete the green form of
election and surrender and return it to Computershare, to be received by no
later than 12h00 on Friday, 15 May 2009, will be regarded as not having
chosen and accepted the cash consideration and their shareholding will
remain unchanged.
9. General meeting
The general meeting of shareholders of Discovery will be held at 09h00 in the
auditorium, Ground Floor, 155 West Street, Sandown, Sandton, on Thursday, 23
April 2009. At the general meeting shareholders will be asked to consider and
approve, special resolutions amending the articles of association of Discovery
and obtaining specific authority to repurchase shares for the purposes of the
offers as well as an ordinary resolution to implement the odd-lot offer.
Sandton
20 March 2009
Merchant bank and sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Attorneys
Edward Nathan Sonnenbergs
Transfer Secretaries
Computershare Investor Services (Proprietary) Ltd
Date: 20/03/2009 13:43:01 Produced by the JSE SENS Department.
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