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Netcare - Network Healthcare Holdings Limited announces pricing of the

Release Date: 29/09/2006 09:11
Code(s): NTC
Wrap Text

Netcare - Network Healthcare Holdings Limited announces pricing of the senior guaranteed convertible bond offering 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") STOCK EXCHANGE RELEASE 29 September 2006 Network Healthcare Holdings Limited announces pricing of the senior guaranteed convertible bond offering due 2011 Netcare announces the successful placement of its ZAR 1.5 billion senior guaranteed convertible bonds due 2011 (the "Bonds") via an accelerated bookbuild (the "Offering"). The Bonds will be issued and redeemed at 100% of their principal amount and will pay a coupon of 6% per annum, paid semi-annually in arrear. The conversion price has been set at ZAR 15.30, which represents a premium of 25.4% above the reference price of Netcare"s ordinary shares of ZAR 12.20 per ordinary share. The Bonds are expected to be settled on or around 12 October 2006 (the "Settlement Date"). The maturity date will be 30 September 2011 unless the Bonds are previously redeemed, converted, or purchased and cancelled. Netcare has granted Barclays Capital and Dresdner Kleinwort (together the "Bookrunners") an option to subscribe for up to ZAR 200 million of additional Bonds to cover over-allotments, if any, which may be exercised at any time up to and including 30 days after the Settlement Date. The ordinary shares to be issued upon conversion of the Bonds will represent 6.2% of the number of Netcare"s current issued share capital (assuming the option to increase the issue size is fully exercised). In connection with the issue of the Bonds, the Bookrunners have, on behalf of investors in the Bonds, placed 44.011 million ordinary shares with a single investor at the reference price of ZAR 12.20 per ordinary share. Deloitte & Touche has been appointed by the board of Netcare as the independent expert in respect of the Offering. Deloitte & Touche has reviewed and considered the Offering and subject to the provisions contained in its opinion letter, is of the opinion that the terms and conditions of the Offering are fair and reasonable to the Netcare"s ordinary shareholders. This fair and reasonable opinion will be lodged with the JSE Limited ("JSE") and available for inspection at the registered office of the Netcare for a period of 10 business days from the date of the Settlement Date. Application has been made for the Bonds to be listed on the Singapore Stock Exchange. Trading in the Bonds on the Singapore Stock Exchange is expected to commence on or about 12 October 2006 subject to the receipt of all regulatory approvals. 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, 29 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 Company 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: 29/09/2006 09:11:16 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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