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Netcare - Salient dates and times in respect of the proposed

Release Date: 08/06/2006 17:17
Code(s): NTC
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Netcare - Salient dates and times in respect of the proposed scheme of arrangement Netpartner Investments Limited (Incorporated in the Republic of South Africa) (Registration number 2003/014215/06) ("Netpartner" or "the Company") Network Healthcare Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1996/008242/06) JSE code: NTC ISIN: ZAE000011953 ("Netcare") Salient dates and times in respect of the proposed scheme of arrangement 1. Introduction Netpartner shareholders are referred to the announcement released on SENS on Thursday, 23 March 2006 and published in the South African press on Friday, 24 March 2006 in terms of which it was announced that Netcare would propose a scheme of arrangement ("scheme") in terms of section 311 of the Companies Act, No. 61 of 1973, as amended ("the Companies Act"), between Netpartner and its shareholders, other than Netcare and its subsidiaries ("scheme members"), in terms of which, subject to the fulfilment of certain conditions precedent, Netpartner shareholders, other than Netcare and its subsidiaries ("scheme participants") will receive one Netcare share ("the scheme consideration") for every four Netpartner shares held on the record date for the scheme. The scheme, if implemented, will result in Netpartner becoming, directly and indirectly, a wholly-owned subsidiary of Netcare. This announcement contains the salient dates and times in relation to the scheme. 2. Scheme meeting Netpartner shareholders are advised that in terms of an Order of Court dated Tuesday, 6 June 2006, the High Court of South Africa (Witwatersrand Local Division) ("Court") has granted Netpartner leave to convene a scheme meeting, to be held at 11:00 on Monday, 3 July 2006, in the Nedbank Auditorium, 135 Rivonia Road, Sandown, 2196. 3. Conditions precedent The implementation of the scheme is subject to the fulfilment of the following conditions precedent, which in respect of the conditions precedent mentioned in paragraphs 3.5, 3.6, 3.7 and 3.8 below, are to be fulfilled by the date on which Netpartner will make application to the Court for sanctioning of the scheme and the chairman of the scheme meeting is to report the results thereof to the Court ("report back date"), which report back date is expected to be Tuesday, 25 July 2006 (provided that such report back date may be extended from time to time with the approval of the Court): 3.1 the approval in general meeting of a simple majority of Netcare shareholders, other than related parties and their associates; 3.2 the approval of the scheme by scheme members representing not less than 75% of the votes exercisable by scheme members present and voting either in person or by proxy at the scheme meeting; 3.3 the Court sanctioning the scheme in terms of the Companies Act; 3.4 a certified copy of the Order of Court sanctioning the scheme being registered by the Registrar of Companies in terms of the Companies Act; 3.5 the approval of the competition authorities as contemplated in the Competition Act, No. 89 of 1998, as amended, insofar as may be necessary, either unconditionally or subject to such conditions as are acceptable to both Netpartner and Netcare; 3.6 the subscription by Netpartner for the entire issued share capital of Lethimvula Investments Limited ("Lethimvula"), comprising 578 805 500 Lethimvula ordinary shares ("the Lethimvula shares") becoming unconditional and being implemented; 3.7 the distribution in specie by Netpartner of the Lethimvula shares to Netpartner shareholders who are recorded in the register on the distribution record date by way of a reduction in the share premium account of Netpartner in terms of section 90 of the Companies Act in the ratio of one Lethimvula share for every one Netpartner share held ("distribution in specie") becoming unconditional and being implemented; and 3.8 all other regulatory approvals or consents necessary for the implementation of the scheme being obtained, either unconditionally or subject to such conditions as are acceptable to both Netpartner and Netcare. 4. Substitute offer The substitute offer will only become effective in the event that the scheme fails. The scheme will be regarded as having failed if any of the conditions precedent to the scheme fail or are not fulfilled for any reason other than the regulatory approval required for the implementation of the scheme not being obtained. In terms of the substitute offer, Netcare will make an unconditional offer to the Netpartner shareholders other than Netcare and its subsidiaries, to acquire all or any part of their holding of Netpartner shares in the ratio of one Netcare share for every four Netpartner shares held. The salient dates and times of the substitute offer, including the opening date and closing date of the offer, will be released on SENS and published in the South African press immediately following the failure of the scheme. 5. Salient dates and times The expected dates and times pertaining to the scheme are set out below: Scheme of arrangement 2006 Last day to trade in Netpartner shares on the Barnard Jacobs Mellet Securities (Proprietary) Limited ("BJM") over-the-counter market in order to be recorded on the register to vote at the scheme meeting, by close of trade on (refer note 2 below) Thursday, 22 June Record date for voting, by close of trade on Thursday, 29 June Last day to lodge forms of proxy for the scheme meeting (refer note 3 below), by 11:00 on Friday, 30 June Scheme meeting to be held at 11:00 on Monday, 3 July Results of the scheme meeting released on Sens on Monday, 3 July Results of the scheme meeting published in the South African press on Tuesday, 4 July Report back date and Court hearing to sanction the scheme expected at 10:00 or as soon thereafter as Counsel may be heard on Tuesday, 25 July Results of the Court hearing released on Sens on Tuesday, 25 July Results of Court hearing published in the South African press on Wednesday, 26 July Expected last day to trade in Netpartner shares on the BJM over-the-counter market in order to be recorded in the register on the record date for the scheme on Friday, 28 July Expected record date for the scheme on Friday, 4 August Expected date of termination of Netpartner"s trading on the BJM over-the-counter market, from commencement of trade on Monday, 7 August Expected operative date of the scheme on Monday, 7 August Scheme consideration to be listed on the JSE Limited ("JSE") and made available to scheme participants on Monday, 7 August Notes: 1. The abovementioned dates and times are South African dates and times, and are subject to change. Any changes will be released on Sens and published in the South African press. 2. Netpartner shareholders should note that settlement for trade on the BJM over-the-counter market takes place five business days after such trade. Therefore, shareholders who acquire Netpartner shares on the BJM over-the- counter market after Thursday, 22 June 2006 will not be eligible to vote at the scheme meeting. 3. Forms of proxy for the scheme meeting (pink) may also be handed to the Chairperson of the scheme meeting by no later than 10 minutes before the commencement of the scheme meeting. 6. Scheme circular A scheme circular, which has been approved by the Securities Regulation Panel, providing full information on the scheme and incorporating a notice in respect of the scheme meeting will be posted to Netpartner shareholders on or about Friday, 9 June 2006. The scheme circular will be accompanied by the Netpartner unbundling circular setting out, inter alia, details of the distribution in specie and the pre trading statement for Lethimvula. Copies of these circulars may be obtained during normal business hours from Friday, 9 June 2006 to Thursday, 22 June 2006 at: - the registered office of Netpartner at 2nd Floor, West Block, 9 Fredman Drive, Sandown, 2196; - the offices of the independent adviser, corporate adviser and transactional sponsor to Netpartner, Nedbank Capital, a division of Nedbank Limited, at 3rd Floor, Corporate Place, 135 Rivonia Road, Sandown, 2196; and - the offices of the transfer secretaries, Ultra Registrars (Proprietary) Limited at 11 Diagonal street, Johannesburg, 2001. 7. Netcare circular A circular to Netcare shareholders, dated Friday, 26 May 2006, relating to, amongst others, the scheme or, if applicable, the substitute offer, has been posted to Netcare shareholders. Sandton Thursday, 8 June 2006 Independent adviser, corporate adviser and transactional sponsor to Netpartner NEDBANK CAPITAL Corporate adviser to Netpartner iCapital advisers Legal adviser to Netpartner and attorneys to the scheme Cliffe Dekker Legal adviser to Netcare H R LEVIN Reporting accountants and auditors to Netpartner and Netcare PKF Accountants and business advisers Corporate adviser to Netcare KPMG Sponsor to Netcare Merrill Lynch Global Markets & Investment Branding Group Merrill Lynch South Africa (Pty) Ltd Registration number 1995/001805/07 Registered Sponsor and Member of the JSE Limited Date: 08/06/2006 05:17:11 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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