Netcare - Netcare Supports True And Proper Broad-Based Empowerment

Netcare - Netcare Supports True And Proper Broad-Based Empowerment              
NETWORK HEALTHCARE HOLDINGS LIMITED                                             
("Netcare")                                                                     
(Co. Reg. No. 1996/008242/06)                                                   
Code: NTC                                                                       
ISIN number: ZAE000011953                                                       
NETCARE SUPPORTS TRUE AND PROPER BROAD-BASED EMPOWERMENT                        
Introduction                                                                    
This announcement appears for record purposes only.                             
Rationale for Netcare"s opposition to the initial scheme of arrangement between 
Bidco and Ahealth                                                               
Netcare opposed the scheme of arrangement proposed by Business Venture          
Investments Number 790 (Pty) Limited ("Bidco") between Afrox Healthcare Limited 
("AHealth"), and its shareholders in terms of which Bidco proposed to acquire   
the entire issued ordinary share capital of AHealth ("the scheme").  The        
motivation for the opposition was the fact that Medi-Clinic Limited ("Medi-     
Clinic") would in terms of the scheme transaction acquire a 25% shareholding in 
the new Ahealth and had a separate arrangement to acquire selected hospital     
assets from the new AHealth. This, in Netcare"s view, would certainly have      
resulted in a substantial lessening of competition in the private healthcare    
market, and left the new AHealth and its controlling empowerment shareholders   
with denuded healthcare assets.                                                 
Terms of the Settlement Agreement                                               
-    In terms of a settlement agreement that was made an order of court on      
     2 December 2004, Medi-Clinic withdrew from Bidco and abandoned all         
     initiatives in relation to AHealth. The salient terms of the               
     settlement agreement are as follows:                                       
-    Medi-Clinic and/ or any of its subsidiaries or any other entity controlled 
     by it or controlling it withdraws from Bidco and sells its shares in Bidco;
-    the Disposal and Co-operation Agreement entered into between Bidco and Medi
     Clinic is cancelled and it is affirmed that there is no intention or       
agreement for such or similar agreements to be resuscitated;               
-    African Oxygen Limited ("Afrox"), Ahealth and Bidco warrant that they have 
     not granted any option or pre-emptive right to Medi-Clinic in relation to  
     their proposed shareholding in Bidco;                                      
-    Afrox, Ahealth and Bidco warrant and undertake that no other equity funders
     in Bidco have granted any option or pre-emptive right to Medi-Clinic in    
     relation to their proposed equity interest in Bidco;                       
-    Afrox, Ahealth and Bidco shall not transfer their direct or indirect       
interests in Ahealth or any of its subsidiaries or its assets to any third 
     party with the intention that such third party acts in relation to such    
     interest or assets in a manner contrary to the aforementioned intentions;  
     and                                                                        
-    It has been agreed that all of Netcare"s costs incurred since the inception
     of the Competition Commission process, including all costs associated with 
     the High Court application will be repaid to Netcare on an attorney own    
     client scale.                                                              
Conclusion                                                                      
Mr Michael Sacks, the Netcare Chairman said that, "Having regard to the         
appropriate interventions, the threat to competition in the private healthcare  
market has been removed and a viable empowerment enterprise has been            
established. Netcare welcomes the involvement of credible black empowerment     
investors in the private healthcare market and wishes the Bidco consortium every
success."                                                                       
Sponsor                            Attorneys                                    
Merrill Lynch South Africa         Webber Wentzel Bowens                        
Date: 02/12/2004 04:30:08 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department