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Discovery Holdings Limited - Final terms of the claw-back offer
Discovery Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/007789/06)
(Share code: DSY ISIN: ZAE000022331)
("Discovery" or "the company")
Final terms of the claw-back offer
1. Introduction
Shareholders are referred to the announcement dated 12 June 2003, setting out
the details of the claw-back offer to Discovery shareholders ("claw-back
offer").
2. Final terms of the claw-back offer
The board of directors of Discovery has resolved to proceed with the claw-back
offer on the following terms:
Amount to be raised (before expenses) R875 000 000
Number of new Discovery shares to be 134 615 385
issued
Issue price per new Discovery share 650 cents
Ratio of the claw-back offer 33.84 new
Discovery shares
for every 100
Discovery shares
held
FirstRand Limited ("FirstRand") will subscribe for 134 615 385 new Discovery
shares ("new Discovery shares") at an issue price of 650 cents per share. In
terms of the claw-back offer, Discovery shareholders or their renouncees will
have a right to "claw-back" the new Discovery shares from FirstRand by acquiring
their pro rata portion of the new Discovery shares at an issue price of 650
cents per share.
Discovery shareholders may apply for shares in excess of those allocated to them
in terms of the claw-back offer. In respect of applications for excess shares,
the pool of excess shares will be allocated on an equitable basis.
Where the application of the ratio for the claw-back offer results in a fraction
of a Discovery share, such fraction will be rounded to the nearest whole number.
Shareholders will be entitled to subscribe for the resultant rounded number of
new Discovery shares.
The new Discovery shares to be issued, in terms of the claw-back offer, will
rank pari passu with the Discovery shares currently in issue.
3. Application for listing
The JSE Securities Exchange South Africa ("JSE") has approved the listing of:
134 615 385 letters of allocation in respect of new Discovery shares from Monday
30 June 2003 to Friday 18 July 2003, both days inclusive; and
134 615 385 new Discovery shares from the commencement of business on Monday 21
July 2003.
4. Salient dates
The salient dates in respect of the claw-back offer are reflected in the table
below. Any changes to these dates will be published on SENS and in the press.
2003
Last day to trade in Discovery Friday 27 June
shares in order to participate in
the claw-back offer
Listing of letters of allocation on Monday 30 June
the JSE
Discovery shares commence trading Monday 30 June
ex rights on the JSE
Record date for participation in Friday 4 July
the claw-back offer
Claw-back offer opens at 09:00 on Monday 7 July
Claw-back offer circular posted to Monday 7 July
Discovery shareholders
Last day to trade letters of Friday 18 July
allocation on the JSE
New Discovery shares listed and Monday 21 July
trading therein on the JSE
commences
Claw-back offer closes at 14:30 on Friday 25 July
Record date for letters of Friday 25 July
allocation
Results of claw-back offer Monday 28 July
announced on SENS
New Discovery shares issued Monday 28 July
Dematerialised shareholders" safe Monday 28 July
custody accounts updated and
accounts debited by CSDP or broker;
and certificates posted to
certificated shareholders
Refund cheques (if applicable) in Tuesday 29 July
the case of certificated
shareholders in respect of excess
applications posted on or about
Results of the claw-back offer Tuesday 29 July
announced in the press
Notes:
1. Dematerialised shareholders are required to inform their CSDP or broker of
their instructions in terms of the claw-back offer in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and their CSDP or broker.
2. Share certificates may not be dematerialisd or rematerialised between
Monday 30 June 2003 and Friday 4 July 2003, both days inclusive.
5. Claw-back offer circular
A circular containing the revised listing particulars and a form of instruction
providing full details of the claw-back offer and instructions as to how
shareholders should deal with the rights allocated to them in terms of the claw-
back offer will be posted to shareholders on 7 July 2003. A copy of the
circular containing the revised listing particulars will be available on
Discovery"s website (www.discovery.co.za) from the 7 July 2003.
An English copy of the claw-back offer circular containing the revised listing
particulars can be inspected at the registered offices of Discovery, Deutsche
Securities (SA) (Pty) Limited ("Deutsche Securities"), and Rand Merchant Bank at
the addresses detailed below, during normal business hours (Saturdays, Sundays
and public holidays excepted) from 11:00 on Friday 27 June 2003 until 16:00 on
Friday 18 July 2003.
Discovery: 155 West Street, Sandton, 2146
Deutsche Securities: 3 Exchange Square, 87 Maude Street,
Sandton, 2196
Rand Merchant Bank: 1 Merchant Place, Cnr Fredman Drive
& Rivonia Road, Sandton, 2146
Sandton
20 June 2003
Date: 20/06/2003 02:57:57 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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