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Netcare - Intent to issue senior guaranteed convertible bonds due 2011 Network Healthcare Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1996/008242/06) JSE share code: NTC & ISIN: ZAE000011953 ("Netcare" or "the company") NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN. RELEASED IN SOUTH AFRICA FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SOUTH AFRICAN INVESTORS. STOCK EXCHANGE RELEASE 28 September 2006 Network Healthcare Holdings Limited announces its intent to issue senior guaranteed convertible bonds due 2011 to international institutional investors; the bookbuild for the offering will commence today 28 September 2006 The Board of Directors ("the Board") of Network Healthcare Holdings Limited ("Netcare" or the "Company"), intends to issue senior guaranteed convertible bonds (the "Bonds") to international institutional investors via an accelerated bookbuild (the "Offering"). The initial issue size is ZAR 1,300 million with an option to increase this by up to ZAR 200 million. In addition, Netcare has granted Barclays Capital and Dresdner Kleinwort an over-allotment option to purchase up to ZAR 200 million of additional Bonds. The ordinary shares to be issued upon conversion of the Bonds will represent approximately 6.1% of Netcare"s current issued share capital (assuming the option to increase the issue size and the over-allotment option are fully exercised). The maturity of the Bonds is 5 years. The Bonds will be issued and redeemed at 100% of the principal amount and are expected to pay a coupon of between 6.0% - 6.5% per annum payable semi-annually in arrear. The Bonds will be convertible into new Ordinary Shares of Netcare (the "Ordinary Shares"), at the conversion price which is expected to be set at a premium of between 25% - 30% above the reference price of Netcare"s Ordinary Shares. The final terms of the Bonds are expected to be approved by the Board and announced shortly with settlement expected on or around 12 October 2006. The Board intends to issue the Bonds as a form of general finance. Although the debt is not being raised for a specific purpose, the proceeds will most likely be used for general day to day operating requirements of Netcare/Netcare group companies. Authority to issue the Bonds is granted in the articles of association of Netcare and under Ordinary Resolutions 5 and 6 adopted at the Annual General Meeting of Netcare held on Friday, 27 January 2006. The accelerated bookbuild process will commence upon issue of this announcement, after close of trade on the JSE, and is expected to be concluded by the end of the day. Application has been made for the Bonds to be listed on the Singapore Stock Exchange. A fair and reasonable opinion on the conversion terms of the Bonds, will be required under section 5.53 (b) of the Listings Requirements of the JSE Limited ("JSE") prior to the issuance of the Bonds. This fair and reasonable opinion will, upon issue, be lodged with the JSE and be kept available for inspection at the registered office of the Company for a period of 10 business days from the date of issue of the Bonds. The issuance of the Bonds has been approved by the JSE and has been approved by the Exchange Control Department of the South African Reserve Bank. Barclays Capital and Dresdner Kleinwort are acting as Joint Lead Managers and Bookrunners of the Offering. In connection with the Offering, Dresdner Kleinwort may stabilise the offering in accordance with the stabilisation rules of the Financial Services Authority. Johannesburg, 28 September 2006 Network Healthcare Holdings Limited BOARD OF DIRECTORS For further information, please contact: Network Healthcare Holdings Limited Investor Relations Tel: +27 11 301 0211 Barclays Capital: Doug Decker Tel: +44 20 7773 8302 Dresdner Kleinwort: Ken Robins Tel: +44 20 7475 2361 Sponsor to the Issuer in South Africa: Merrill Lynch South Africa (Pty) Ltd Distribution: JSE Limited Main news media www.netcare.co.za THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES. IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT PERSONS WHO FALL WITHIN ARTICLE 19 OR 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OR TO WHOM THIS ANNOUNCEMENT MAY OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. THE BONDS REFERRED TO IN THIS ANNOUNCEMENT SHALL BE ISSUED ONLY TO SUCH PERSONS. STABILISATION/FSA THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF OR SUBSCRIPTION FOR SHARES TO THE PUBLIC IN SOUTH AFRICA IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT 1973 (AS AMENDED) OR TO SOUTH AFRICAN RESIDENTS IN TERMS OF THE SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS IN SO FAR AS THOSE SOUTH AFRICAN RESIDENTS DO NOT HAVE THE APPROPRIATE APPROVALS FROM THE SOUTH AFRICAN RESERVE BANK TO SUBSCRIBE FOR THE BONDS REFERRED TO IN THIS ANNOUNCEMENT. Date: 28/09/2006 05:30:05 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
