| Fri 24 Jun 2011, 9:19 | | DSY - Discovery Holdings Limited - Notification of distribution of circular and |
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DSY
DSY
DSY - Discovery Holdings Limited - Notification of distribution of circular and
Notice of General Meeting
DISCOVERY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1999/007789/06)
ISIN: ZAE000022331
Share Code: DSY
("Discovery" or "the Company")
NOTIFICATION OF DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Discovery wishes to advise shareholders that a circular, including a notice of
general meeting, has been distributed today, 24 June 2011. The purpose of the
circular is to furnish shareholders with information relating to the proposed
resolutions and to convene the general meeting, due to be held on Tuesday, 2
August 2011.
1. PROPOSED AMENDMENTS TO THE MEMORANDUM OF INCORPORATION ("MOI`) OF THE
COMPANY AND AUTHORITY TO ISSUE PREFERENCE SHARES
Shareholders are advised that the Company intends increasing its authorised
share capital by way of the creation of three classes of preference shares,
namely:
- 40 000 000 (forty million) redeemable no par value preference shares ("A
Preference Shares");
- 20 000 000 (twenty million) non-cumulative, non-participating, non-
convertible, voluntarily redeemable no par value preference shares with a
deemed value of R100 each ("B Preference Shares"); and
- 20 000 000 (twenty million) perpetual no par value preference shares ("C
Preference Shares.
In order to give effect to the above, it is proposed that the Company`s MOI be
amended to incorporate the rights and privileges attaching to the A Preference
Shares, B Preference Shares and C Preference Shares in terms of new articles to
be approved.
In conjunction with the proposed creation of the preference shares, it is
proposed that the board of directors of Discovery ("board") is provided with the
requisite authority to issue up to 10 000 000 (ten million) of the above
mentioned A Preference Shares and 20 000 000 (twenty million) of the above
mentioned B Preference Shares over the next 36 months. In terms of Discovery`s
MOI, the board requires the approval of Discovery shareholders to allot and
issue shares in the share capital of the Company.
Discovery actively manages its capital base in order to enhance shareholder
value through its capital management framework. The proposed creation of the A
Preference Shares and B Preference Shares, and the subsequent issue of up to 10
000 000 A Preference Shares and all or a portion of the B Preference Shares over
the next 36 months would provide additional capital to support the continued
growth of Discovery`s existing businesses, enhance Discovery`s ability to take
advantage of future growth opportunities and aid Discovery in further
diversifying its funding structure and strengthening its regulatory capital
base.
The proposed creation of the C Preference Shares is intended to provide
Discovery with flexibility in the future in relation to its capital structuring.
No immediate issue of C Preference Shares is envisaged at this time.
2. RESOLUTIONS PROPOSED IN TERMS OF THE COMPANIES ACT, NO. 71 OF 2008, AS
AMENDED ("THE ACT")
Additionally, further to the promulgation of the Act on 1 May 2011, the Company
seeks shareholder approval for the following special resolutions such that the
Company may comply with the Act:
- the approval of the non-executive directors` remuneration for their
services as directors; and
- the financial assistance resolution in terms of section 44 and 45 of the
Act.
3. NOTICE OF GENERAL MEETING
A general meeting of Discovery shareholders will be held in the auditorium,
Ground Floor, 155 West Street, Sandton on Tuesday, 2 August 2011, at 09h00 for
the purpose of considering and, if deemed fit, passing with or without
modification, the resolutions proposed above, as set out in the notice of
general meeting included in the circular distributed to shareholders today 24
June 2011.
4. SALIENT DATES AND TIMES
2011
Record date for determining which shareholders are Tuesday, 21 June
eligible to receive this circular
Last day to trade in order to be eligible to vote Thursday, 21 July
Record date for determining which shareholders are Thursday, 28 July
entitled to vote
Last day for receipt of proxy forms for the Friday, 29 July
General Meeting by 09h00 on
General Meeting to be held at 09h00 on Tuesday, 2 August
Results of the General Meeting released on SENS on Tuesday, 2 August
Results of the General Meeting published in the Wednesday, 3 August
press on
Notes:
1. The above dates and times are subject to change. Any changes will be
released on SENS and published in the press.
2. Any reference to time is a reference to South African time.
3. If the general meeting is adjourned or postponed, forms of proxy must be
received by no later than 48 hours prior to the time of the adjournment or
postponed general meeting (excluding Saturdays, Sundays and official South
African public holidays).
Sandton
24 June 2011
Lead arranger, joint advisor, joint sponsor and joint book runner
Investec Bank Limited
Joint advisor, joint sponsor and joint book runner
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Corporate law advisors
Edward Nathan Sonnenbergs Inc.
Date: 24/06/2011 09:19:01 Produced by the JSE SENS Department.
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