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DSY - Discovery Holdings Limited - Notification of distribution of circular and

Release Date: 24/06/2011 09:19
Code(s): DSY
Wrap Text

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 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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