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Netpartner / Netcare - Salient dates and times of the scheme of arrangement
Netpartner Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/014215/06)
("Netpartner")
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 of the scheme of arrangement
Further to the announcement dated Thursday, 10 August 2006, Netpartner
shareholders are advised that the Competition Tribunal has approved the
scheme of arrangement proposed by Netcare in terms of section 311 of the
Companies Act, No. 61 of 1973 ("Companies Act"), as amended, between
Netpartner and its shareholders, other than Netcare and its subsidiaries
("the scheme"), subject to certain conditions which are acceptable to
Netcare and Netpartner.
The subscription by Netpartner for shares in Lethimvula Investments Limited
and the distribution of those shares to Netpartner shareholders have been
implemented.
Application to sanction the scheme will be made to the High Court of South
Africa (Witwatersrand Local Division) ("the Court") on Tuesday, 12
September 2006 at 10h00 (or as soon as Counsel may be heard). Netpartner
shareholders are advised that they may attend the Court hearing to sanction
the scheme or may make the necessary arrangements to be represented
thereat. The Court is located in the High Court Building, von Brandis
Square, corner Pritchard and von Brandis Streets, Johannesburg.
Conditions precedent
The scheme remains conditional upon the following conditions precedent:
The Court sanctioning the scheme in terms of the Companies Act; and
A certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies in terms of the Companies
Act.
Chairman"s report
Copies of the Chairman"s report on the scheme meeting have been, and will
remain, available, free of charge, on request, at the registered office of
Netpartner, 2nd Floor West Block, 9 Fredman Drive, Sandown, during normal
business hours.
Salient dates and times of the scheme
The expected salient dates and times of the scheme will be as follows:
2006
Court hearing to sanction the scheme Tuesday, 12 September
expected at 10:00 or as soon thereafter as
Counsel may be heard on
Results of Court hearing released on the Wednesday, 13 September
Securities Exchange News Service ("SENS")
and published in the South African press
on or about
Registration of the Order of Court to be Wednesday, 13 September
lodged with the Registrar of Companies on
or about
Expected registration of the Order of Thursday, 14 September
Court on or about
Last day to trade in Netpartner shares on Friday, 15 September
the Barnard Jacobs Mellet Securities
(Proprietary) Limited over-the-counter
market ("BJM OTC market") in order to be
recorded in the register on the record
date for the scheme
Date of suspension of trade in Netpartner Friday, 15 September
shares on the BJM OTC market, from close
of trade on
Record date for the scheme Friday, 22 September
Date of termination of Netpartner"s Friday, 22 September
trading on the BJM OTC market, from close
of trade on
Operative date of the scheme Tuesday, 26 September
Scheme consideration to be listed on the Tuesday, 26 September
JSE Limited ("JSE") and made available to
scheme participants
The consideration of one Netcare share for every four Netpartner shares
held on the record date for the scheme ("scheme consideration") due to
Netpartner shareholders, other than Netcare and its subsidiaries ("scheme
participants") who elect to receive dematerialised Netcare shares will be
credited to their safe custody accounts maintained by their Central
Securities Depository Participant ("CSDP") or broker, as the case may be,
within five business days of the operative date of the scheme, in terms of
the custody agreement entered into between such scheme participants and
their CSDP or broker.
The scheme consideration due to scheme participants who elect to receive
certificated share or who do not elect to receive dematerialised Netcare
shares will be posted, by registered post, within five business days of the
operative date, to such scheme participants, at such scheme participants"
risk, to their address reflected on the register.
Should any of the above dates change, an announcement detailing the new
dates will be released on SENS and published in the South African press.
For more information, shareholders of Netpartner are referred to the
circular to Netpartner shareholders dated 9 June 2006.
Sandton
Wednesday, 30 August 2006
Independent adviser, corporate Corporate adviser to Netcare
adviser and transactional
sponsor to Netpartner
Nedbank Capital KPMG
Corporate adviser to Netpartner Legal adviser to Netcare
i capital advisers (Proprietary) HR Levin Attorneys, Notaries
Limited and Conveyancers
Legal adviser to Netpartner and Sponsor to Netcare
attorneys to the scheme
Cliffe Dekker Inc. Merrill Lynch South Africa
(Proprietary) Limited
Reporting accountants and Webber Wentzel Bowens
auditors to Netpartner and
Netcare
PKF (Jhb) Inc. Competition law advisers to
Netcare and Netpartner
Date: 30/08/2006 04:47:10 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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