| Wed 30 Dec 2009, 12:12 | | DSY - Discovery Holdings Limited - Dealings in securities by directors |
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DSY
DSY
DSY - Discovery Holdings Limited - Dealings in securities by directors
Discovery Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/007789/06
Share code: DSY
ISIN: ZAE000022331
("Discovery")
DEALINGS IN SECURITIES BY DIRECTORS
In compliance with the JSE Limited Listings Requirements, the following
information is disclosed:
Mr. Gore and Mr. Swartzberg have entered into hedging transactions over a
portion of their respective holdings in Discovery shares. The transactions
have been entered into in order to manage the risk on debt that was previously
raised in order for them to acquire Discovery shares during the Discovery
rights issue of July 2003, and at the time of the unbundling of Discovery
shares by FirstRand in November 2007. The necessity for these transactions
arose from the recently-announced intention of Discovery to acquire 24.99% of
Ping An Health of China. Ping An Group required both Mr. Gore and Mr.
Swartzberg`s commitment to the future development of Discovery, which
manifested in a requirement that each maintain their holdings of Discovery
shares at a specified level over the next three years. Due to this, it was
felt prudent to place a zero-cost collar around the leveraged shares so that
Mr. Gore and Mr. Swartzberg`s holdings of Discovery shares could be
substantially retained without undue risk. In addition, to further mitigate
his debt risk, Mr. Gore disposed of a portion of his shareholding in order to
clear short-term debt. The shares subject to the collar amount to 22% (12.12
million shares) and 15% (4.26 million shares) of Mr. Gore and Mr. Swartzberg`s
holdings of Discovery shares respectively.
Given the announcement of the Ping An Health transaction on 1 December 2009,
and the commencement of Discovery`s closed period on 1 January 2010, the
trades referred to below could only be implemented during the month of
December 2009.
Director : Adrian Gore
Date of transaction : 29 December 2009
Class of shares : Options over Discovery ordinary
shares
Nature of interest : Indirect beneficial
Nature of transaction : Zero-cost collar options
Number of options : 12,124,588
Clearance obtained : Yes
Table of Options:
Tranche Number of Expiry Duration Referenc
Options e price
1 2,424,918 2-Mar-13 40 months 30.52
2 2,424,918 2-May-13 42 months 30.52
3 2,424,918 1-Jul-13 44 months 30.52
4 2,424,918 2-Sep-13 46 months 30.52
5 2,424,918 1-Nov-13 48 months 30.52
Table continues:...
Tranche Put Put Call Call
Strike Value Strike Value
(%)* (%)*
1 96.00 29.30 158.00 48.22
2 98.00 29.91 158.00 48.22
3 100.00 30.52 158.00 48.22
4 102.00 31.13 158.00 48.22
5 104.00 31.74 158.00 48.22
*Percentage of spot reference price
Director : Barry Swartzberg
Date of transaction : 29 December 2009
Class of shares : Options over Discovery ordinary
shares
Nature of interest : Indirect beneficial
Nature of transaction : Zero-cost collar options
Number of options : 4,259,990
Clearance obtained : Yes
Table of Options:
Tranche Number Expiry Duration Reference Put Put Call Call
of price Strike Value Strike Value
Options (%)* (%)*
1 851,998 2-Mar-13 40 30.52 96.00 29.30 158.00 48.22
months
2 851,998 2-May-13 42 30.52 98.00 29.91 158.00 48.22
months
3 851,998 1-Jul-13 44 30.52 100.00 30.52 158.00 48.22
months
4 851,998 2-Sep-13 46 30.52 102.00 31.13 158.00 48.22
months
5 851,998 1-Nov-13 48 30.52 104.00 31.74 158.00 48.22
months
*Percentage of spot reference price
Director : Adrian Gore
Company : Discovery Holdings Limited
Date of transaction : 28 December 2009
Nature of transaction : Sale of shares
Class of securities : Ordinary shares
Number of shares : 800 000
Selling price : R30.52 per share
Total value of sale : R24 416 000
Nature of interest : Indirect beneficial
Clearance obtained : Yes
Sandton
30 December 2009
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Contact details:
Thys Botha
Company Secretary
083 629 4509
Date: 30/12/2009 12:12:07 Produced by the JSE SENS Department.
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