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Network Healthcare Holdings Limited - Results Of General Meeting

Release Date: 19/06/2006 17:22
Code(s): NTC
Wrap Text

Network Healthcare Holdings Limited - Results Of General Meeting Network Healthcare Holdings Limited Incorporated in the Republic of South Africa Registration number 1996/008242/06 JSE code: NTC & ISIN: ZAE000011953 ("Netcare" or the "company") RESULTS OF GENERAL MEETING Shareholders are advised that at the general meeting held at 12:00 on Monday, 19 June 2006, the requisite majorities of Netcare shareholders approved: * the special resolution to authorise the company to repurchase 116 056 221 Netcare ordinary shares held by certain wholly-owned subsidiary companies as treasury shares in terms of section 85(2) of the Companies Act, 1973 (Act 61 of 1973) as amended ("the Companies Act"); * the ordinary resolution to authorise the company to acquire certain of the issued shares in Netpartner Investments Limited ("Netpartner") not already held by Netcare from related parties of the company as defined in paragraph 10(b) of the Listings Requirements of the JSE Limited by way of a scheme of arrangement in terms of section 311 (the "scheme") of the Companies Act or, if applicable, the substitute offer in terms of section 440K of the Act (the "substitute offer"); * the ordinary resolution to place a maximum of 77 660 000 new Netcare ordinary shares under the control of the board of directors of the company for the settlement of the scheme consideration or, if applicable, the substitute offer consideration, being one Netcare share for every four Netpartner shares held; * the special resolution to increase the authorised share capital of the company by the creation of 10 000 000 cumulative, non-redeemable, non-participating and non-convertible preference shares with a par value of 50 cents each ("preference shares") and amend the Memorandum of Association of the company to reflect the amended share capital; * the special resolution to approve the terms attaching to the preference shares; * the special resolution to insert a condition in the Memorandum of Association of the company in terms of which certain articles in the company"s Articles of Association may not be amended or deleted unless the consent of the holders of the preference shares has been obtained; * the ordinary resolution to place the authorised but unissued preference shares under the control of the board of directors of the company; and * the ordinary resolution to authorise the directors of the company to do all such things and sign all documents as they consider necessary to give effect to and implement the above-mentioned resolutions. The special resolutions have been submitted to the Registrar of Companies for registration. 19 June 2006 Johannesburg Corporate adviser KPMG Legal adviser HR Levin Independent professional expert Deloitte Sponsor Merrill Lynch Global Markets & Investment Banking Group Merrill Lynch South Africa (Pty) Ltd Registration number 1995/001805/07 Registered Sponsor and Member of the JSE Limited Independent reporting accountants and auditors PKF Accountants & business advisers Arranger Investec Bank Limited (Registration number 1969/004763/06) Date: 19/06/2006 05:22:08 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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