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DISCOVERY - Terms of the claw-back offer

Release Date: 12/06/2003 14:30
Code(s): DSY
Wrap Text

DISCOVERY - 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") Terms of the claw-back offer 1. Introduction Shareholders are advised that, subject to the conditions precedent set out below, the board of directors of Discovery has resolved to proceed with a claw- back offer to Discovery shareholders ("claw-back offer"). Discovery will raise R875 million through the subscription by the FirstRand group ("FirstRand") for new Discovery shares ("new Discovery shares") at a price which will be announced on Friday 20 June 2003 ("subscription price"). 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 the subscription price. The proceeds of the claw-back offer will be used to fund the expected growth of Discovery Life into the future. In addition to funding Discovery Life"s growth, the capital raised will be utilised to fund the expansion of Discovery"s US subsidiary, Destiny Health Inc. 2. Terms of the claw-back offer Discovery offers for subscription to its shareholders, recorded in the register on Friday, 4 July 2003 ("record date"), new Discovery shares at the subscription price. By way of dematerialised letters of allocation, Discovery shareholders may accept, renounce or sell their rights to their pro rata entitlement of the new Discovery shares. 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. Once the claw-back offer has closed, the subscription price of those new Discovery shares which are subscribed and paid for by shareholders or their renouncees under the claw-back, offer will be refunded to FirstRand. The balance of the new Discovery shares not subscribed and paid for by the shareholders or their renouncees will be allotted and issued to FirstRand. 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. Conditions precedent The claw-back offer is conditional upon: (i) the JSE Securities Exchange South Africa ("JSE") approving the claw-back offer documents and granting the required listing of letters of allocation and new Discovery shares; and (ii) the Registrar of Companies registering the claw-back offer documents. 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 shares in order Friday 27 June to participate in the claw-back offer Listing of letters of allocation on the JSE Monday 30 June Discovery shares commence trading ex rights on Monday 30 June the JSE Record date for participation in the claw-back Friday 4 July offer Claw-back offer opens at 09:00 on Monday 7 July Claw-back offer circular posted to Discovery Monday 7 July shareholders Last day to trade letters of allocation on the Friday 18 July JSE New Discovery shares listed and trading Monday 21 July therein on the JSE commences Claw-back offer closes at 14:30 on Friday 25 July Record date for letters of allocation Friday 25 July Results of claw-back offer announced on SENS Monday 28 July New Discovery shares issued Monday 28 July Dematerialised shareholders" safe custody accounts updated and accounts debited by CSDP or broker; and certificates posted to certificated Monday 28 July shareholders Refund cheques (if applicable) in the case of certificated shareholders in respect of excess applications posted on or about Tuesday 29 July Results of the claw-back offer announced in Tuesday 29 July the press Notes: 1. Dematerialised shareholders are required to inform their CSDP or broker as to 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 dematerialised or rematerialised between Monday 30 June 2003 and Friday 4 July 2003, both days inclusive. 5. Further announcement A further announcement will be published on SENS and in the press on or about Friday, 20 June 2003 setting out further details of the claw-back offer including the subscription price and the number of new Discovery shares to be issued. Sandton 12 June 2003 Lead sponsor Deutsche Securities (SA) (Proprietary) Limited (Registration number 1995/011798/07) Merchant bank and Joint sponsor RAND MERCHANT BANK A division of FirstRand Bank Limited CORPORATE FINANCE Corporate Law Advisers & Consultants EDWARD NATHAN & FRIEDLAND (PTY) LTD (REGISTRATION NUMBER 1999/026464/07) Date: 12/06/2003 02:30:06 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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