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DISCOVERY LIMITED - Refinancing of BEE transaction by a BEE partner

Release Date: 06/12/2013 09:27
Code(s): DSY     PDF:  
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Refinancing of BEE transaction by a BEE partner

 
DISCOVERY LIMITED                              
(Incorporated in the Republic of South Africa)            
(Registration number: 1999/007789/06)            
ISIN: ZAE000022331                                
Share Code: DSY                                 
("Discovery")  
 
REFINANCING OF BEE TRANSACTION BY A BEE PARTNER 
                    
Shareholders are referred to the circular to Discovery shareholders, dated 15 November 2005, relating to the 
Black Economic Empowerment ("BEE") transaction, pursuant to which Discovery issued 7.05% of Discovery’s 
then issued share capital to a consortium of BEE parties (the “BEE Transaction”). In terms of the BEE 
Transaction, Discovery issued 17 703 273 shares at R0.113 each to WDB Discovery Investment Proprietary 
Limited (“WDB”), being one of the BEE consortium members.  
 
Pursuant to the BEE Transaction  Discovery and WDB entered into a subscription agreement regulating, 
amongst other things, the issue of the abovementioned Discovery shares to WDB and certain other 
arrangements regarding the refinancing of such shares, the disposals of shares by WDB and the issue of further 
shares by Discovery to WDB (the “WDB Agreement”). 

The BEE Transaction was approved by Discovery’s shareholders at a general meeting held on 8 December 2005 
(the “Discovery Shareholder Approval”). 

WDB has decided to refinance its shareholding in Discovery which entails – 

                 -   The repurchase by Discovery of  12 440 910 (twelve million four hundred and forty 
                     thousand nine hundred and ten) Discovery shares held by WDB at a price of R0.001 per 
                     Discovery share (the “Repurchase”); and 
                 -   The issue to WDB by Discovery of 12 440 910 new Discovery shares at a price of R82.75 per 
                     Discovery share (representing the 30 day VWAP to 4 December 2013) (the “Issue”) 
                     (together, the “Refinancing”). 

As part of the Refinancing, Discovery and WDB have amended the WDB Agreement in order to regulate the 
terms and conditions which are to continue to apply to their relationship thereafter.  

Shareholders are advised that: 

                 -   The Refinancing by WDB is permitted in terms of the WDB Agreement and has been 
                     implemented in accordance with the agreed and approved  terms of the WDB Agreement; 
                 -   The Repurchase by Discovery is permitted in terms of the WDB Agreement and has been 
                     approved (by way of a specific authority) in terms of the Discovery Shareholder Approval; 
                 -   The Issue is permitted in terms of the WDB Agreement and has been approved (by way of a 
                     specific authority) in terms of the Discovery Shareholder Approval; and 
                 -   Discovery, its auditors and legal advisers are of the view that the amendments made to the 
                     WDB Agreement are not material and do not conflict with the BEE Transaction approved in 
                     terms of the Discovery Shareholder Approval.  
                              
Accordingly, the amendments made to the WDB BEE Agreement do not require further shareholder approval. 
 
 
Sandton   
      
6 December 2013 
 
Sponsor                        
RAND MERCHANT BANK (A division of FirstRand Bank Limited) 
 
Legal Advisers to Discovery 
ENSAfrica 

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