NETCARE/CLINICS/EXCEL - SCHEMES OF ARRANGEMENT

NETCARE
NETWORK HEALTHCARE HOLDINGS LIMITED
(REGISTRATION NUMBER 96/08242/06)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
("NETCARE")
CHL
CLINIC HOLDINGS LIMITED
(REGISTRATION NUMBER 87/04106/06)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
("CLINICS")
(COLLECTIVELY "THE NETCARE GROUP")
EXCEL MEDICAL HOLDINGS LIMITED
(REGISTRATION NUMBER 97/04526/06)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
("EXCEL")

IMPLEMENTATION OF EXCEL SCHEMES OF ARRANGEMENT AND NETCARE CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION

RAND MERCHANT BANK LIMITED AND INVESTEC BANK LIMITED ARE AUTHORISED TO ANNOUNCE
THAT:

(A) THE HIGH COURT OF SOUTH AFRICA (TRANSVAAL PROVISIONAL DIVISION) HAS
SANCTIONED THE SCHEME OF ARRANGEMENT PROPOSED BY THE NETCARE GROUP BETWEEN
EXCEL AND ITS ORDINARY SHAREHOLDERS (OTHER THAN NETCARE AND CLINICS) ("THE
CURRENT SCHEME") AND THE SCHEME OF ARRANGEMENT PROPOSED BY THE NETCARE GROUP
BETWEEN EXCEL AND ITS PROSPECTIVE SHAREHOLDERS ("THE CONTINGENT SCHEME") IN
TERMS OF SECTION 311 OF THE COMPANIES ACT, NO 61 OF 1973, AS AMENDED; AND
(B) THE ORDERS OF COURT HAVE BEEN LODGED WITH THE REGISTRAR OF COMPANIES FOR
REGISTRATION.

ACCORDINGLY, THE RECORD DATE FOR THE CURRENT SCHEME WILL BE THE CLOSE OF
BUSINESS ON FRIDAY 4 DECEMBER 1998. THE CURRENT SCHEME AND THE CONTINGENT
SCHEME WILL BECOME OPERATIVE ON MONDAY 7 DECEMBER 1998 ON WHICH DATE CLINICS
WILL BECOME THE OWNER OF THE ENTIRE ISSUED SHARE CAPITAL OF EXCEL.
2. STOCK EXCHANGE LISTINGS

THE LISTING OF EXCEL ORDINARY SHARES ON THE JOHANNESBURG STOCK EXCHANGE ("THE
JSE") WILL TERMINATE AT CLOSE OF BUSINESS ON FRIDAY 4 DECEMBER 1998.

TRANSACTIONS IN EXCEL ORDINARY SHARES DURING THE WEEK ENDING FRIDAY 4 DECEMBER
1998 WILL BE FOR IMMEDIATE SETTLEMENT.

THE LISTING OF THE NETCARE AND CLINICS ORDINARY SHARES TO BE ISSUED IN TERMS OF
THE CURRENT SCHEME AND THE CONTINGENT SCHEME WILL COMMENCE ON THE JSE ON MONDAY
7 DECEMBER 1998.
3. SURRENDER OF EXCEL SHARE CERTIFICATES

IF THEY HAVE NOT ALREADY DONE SO, EXCEL SHAREHOLDERS ARE REQUESTED TO SURRENDER
THEIR SHARE CERTIFICATES AND/OR OTHER DOCUMENTS OF TITLE TO EXCEL SHARES AS
SOON AS POSSIBLE TO:
MERCANTILE REGISTRARS LIMITED
7TH FLOOR
11 DIAGONAL STREET
JOHANNESBURG, 2001
(PO BOX 1053, JOHANNESBURG, 2000)

IN ORDER THAT THEY MAY RECEIVE THE CONSIDERATION DUE TO THEM IN TERMS OF THE
CURRENT SCHEME.

FORMS TO BE USED FOR SUCH SURRENDER WERE INCLUDED IN THE CIRCULAR SENT TO EXCEL
SHAREHOLDERS ON 9 OCTOBER 1998 AND FURTHER FORMS OF SURRENDER WILL BE POSTED TO
ALL HOLDERS OF EXCEL SHARES, ON OR ABOUT TUESDAY 8 DECEMBER 1998.
4. NETCARE CAUTIONARY ANNOUNCEMENT

SHAREHOLDERS OF NETCARE ARE ADVISED THAT NEGOTIATIONS ARE IN PROGRESS IN
RELATION TO A PROPOSED TRANSACTION WHICH, IF CONCLUDED, COULD HAVE AN IMPACT ON
THE MARKET PRICE OF NETCARE SHARES. ACCORDINGLY, NETCARE SHAREHOLDERS ARE
ADVISED TO EXERCISE CAUTION IN DEALING IN THEIR NETCARE SHARES UNTIL SUCH TIME
AS A FURTHER ANNOUNCEMENT IS MADE.
JOHANNESBURG
2 DECEMBER 1998
RAND MERCHANT BANK LIMITED
MERCHANT BANK TO EXCEL
INVESTEC
MERCHANT BANKING
INVESTEC BANK LIMITED
(REGISTRATION NUMBER 69/04763/06)
SPONSORING BROKER TO THE NETCARE GROUP
MERRILL LYNCH
SMITH BORKUM HARE
MERRILL LYNCH SOUTH AFRICA (PTY) LTD.
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 95/01805/07
SPONSORING BROKER TO EXCEL
INVESTEC SECURITIES
INCORPORATING FERGUSSON BROS.
INVESTEC SECURITIES LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NO. 72/08905/06
ATTORNEYS
RABIN, VAN DEN BERG & PELKOWITZ
MALLINICKS ATTORNEYS
H R LEVIN