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Discovery Holdings Limited - Report On Proceedings At The Annual General
Meeting, General Meeting, Change To The Board Of Directors, Trading Statement
And Issue Of Shares To Directors And Company Secretary
Discovery Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/007789/06)
(Share code: DSY ISIN: ZAE000022331)
("Discovery" or "the company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING, GENERAL MEETING, CHANGE TO
THE BOARD OF DIRECTORS, TRADING STATEMENT AND ISSUE OF SHARES TO DIRECTORS AND
COMPANY SECRETARY
ANNUAL GENERAL MEETING
At the sixth annual general meeting of the shareholders of Discovery held on 8
December 2005, the requisite majority of shareholders approved all the ordinary
resolutions proposed at the meeting.
GENERAL MEETING
Shareholders are referred to the announcements on 13 September 2005 and 15
November 2005 and the circular to shareholders dated 15 November 2005 ("BEE
circular") relating to Discovery"s Black Economic Empowerment transaction ("the
BEE transaction"). At the general meeting of the shareholders held on 8 December
2005, the requisite majority of shareholders approved all the ordinary and
special resolutions relating to the BEE transaction, details of which were
contained in the BEE circular.
The special resolutions will be lodged for registration with the Registrar of
Companies in due course.
Save for the registration with the Registrar of Companies of the abovementioned
special resolutions and certain special resolutions passed by Discovery"s BEE
partners, all other conditions precedent relating to the BEE transaction have
been met and, accordingly, the BEE transaction will become effective upon the
registration of such special resolutions.
CHANGE TO THE BOARD OF DIRECTORS
In compliance with the JSE Limited Listings Requirements, the following
information is disclosed:
Dr Thabane Vincent Maphai and Mrs Sonja Sebotsa have, pursuant to the BEE
transaction, been appointed as non-executive directors to the board of
Discovery, with effect from 8 December 2005.
TRADING STATEMENT
The financial effects of implementing the BEE transaction are set out in the BEE
circular. In particular, the IFRS impact of the BEE transaction is estimated to
be R202 million in the year ending 30 June 2006, of which approximately R190
million will be charged to the income statement for the six months period ending
31 December 2005. Shareholders are advised that, as a result of the IFRS impact
of the BEE transaction, earnings per share and headline earnings per share of
Discovery will, for the 6 months period ending 31 December 2005, be impacted by
this amount. It is currently premature to provide the percentage impact on
earnings per share and headline earnings per share of Discovery for the 6 months
period ending 31 December 2005 as the results have not yet been finalised.
The forecast financial information on which this trading statement is based has
not been reviewed and reported on by the Company"s auditors in accordance with
the JSE Limited Listings Requirements.
ISSUE OF SHARES TO DIRECTORS AND COMPANY SECRETARY
The following Discovery shares have been allocated to directors by the Discovery
BEE Staff Trust in terms of the allocation scheme:
Director : A Gore
Company : Discovery Holdings Limited
Date of transaction : 8 December 2005
Nature of transaction : Allocation of shares
Class of securities : Ordinary shares
Number of shares granted : 200
Total value of transaction : R4 402
Nature and extent of
director"s interest : Direct beneficial
Clearance obtained : Yes
Director : N S Koopowitz
Company : Discovery Holdings Limited
Date of transaction : 8 December 2005
Nature of transaction : Allocation of shares
Class of securities : Ordinary shares
Number of shares granted : 200
Total value of transaction : R4 402
Nature and extent of
director"s interest : Direct beneficial
Clearance obtained : Yes
Director : H P Mayers
Company : Discovery Holdings Limited
Date of transaction : 8 December 2005
Nature of transaction : Allocation of shares
Class of securities : Ordinary shares
Number of shares granted : 200
Total value of transaction : R4 402
Nature and extent of
director"s interest : Direct beneficial
Clearance obtained : Yes
Director : J M Robertson
Company : Discovery Holdings Limited
Date of transaction : 8 December 2005
Nature of transaction : Allocation of shares
Class of securities : Ordinary shares
Number of shares granted : 200
Total value of transaction : R4 402
Nature and extent of
director"s interest : Direct beneficial
Clearance obtained : Yes
Director : B Swartzberg
Company : Discovery Holdings Limited
Date of transaction : 8 December 2005
Nature of transaction : Allocation of shares
Class of securities : Ordinary shares
Number of shares granted : 200
Total value of transaction : R4 402
Nature and extent of
director"s interest : Direct beneficial
Clearance obtained : Yes
Company Secretary : M J Botha
Company : Discovery Holdings Limited
Date of transaction : 8 December 2005
Nature of transaction : Allocation of shares
Class of securities : Ordinary shares
Number of shares granted : 200
Total value of transaction : R4 402
Nature and extent of
interest : Direct beneficial
Clearance obtained : Yes
The following shares have been issued to directors in terms of the BEE
transaction:
Director : J Dlamini
Company : Discovery Holdings Limited
Date of transaction : 8 December 2005
Nature of transaction : Issue of shares
Class of securities : Ordinary shares
Number of shares granted : 200 000
Issue price per share : R0.001
Total value of transaction : R200
Nature and extent of
director"s interest : Indirect beneficial
Clearance obtained : Yes
Director : S V Zilwa
Company : Discovery Holdings Limited
Date of transaction : 8 December 2005
Nature of transaction : Issue of shares
Class of securities : Ordinary shares
Number of shares granted : 200 000
Issue price per share : R0.001
Total value of transaction : R200
Nature and extent of
director"s interest : Indirect beneficial
Clearance obtained : Yes
Director : T V Maphai
Company : Discovery Holdings Limited
Date of transaction : 8 December 2005
Nature of transaction : Issue of shares
Class of securities : Ordinary shares
Number of shares granted : 1 106 455
Issue price per share : R1.718
Total value of transaction : R1 900 447.11
Nature and extent of
director"s interest : Indirect beneficial
Clearance obtained : Yes
Sandton
8 December 2005
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 08/12/2005 03:31:35 PM Produced by the JSE SENS Department
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