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NTC - Netcare Limited - Posting of Netcare annual report, details of annual
general meeting and proposed specific repurchases of treasury shares from
Netpartner Investments Limited ("NETPARTNER") and the Netcare Trust
NETCARE LIMITED
Registration number 1996/008242/06
Incorporated in the Republic of South Africa
JSE share code: NTC
ISIN code: ZAE000011953
("Netcare" or "the company")
POSTING OF NETCARE ANNUAL REPORT, DETAILS OF ANNUAL GENERAL MEETING AND PROPOSED
SPECIFIC REPURCHASES OF TREASURY SHARES FROM NETPARTNER INVESTMENTS LIMITED
("NETPARTNER") AND THE NETCARE TRUST
Posting of annual report
The Netcare Annual Report, containing its financial statements for the year
ended 30 September 2008 which have been prepared in accordance with
International Financial Reporting Standards, will be posted to shareholders on
Tuesday, 30 December 2008. The Annual Report will be made available on the
company`s website (www.netcareinvestor.co.za). An abridged report will not be
published as the information previously published in Netcare`s audited group
results on Monday, 24 November 2008 is unchanged.
Details of annual general meeting
Notice is hereby given that the annual general meeting of Netcare shareholders
will be held in the Auditorium, Ground Floor, 76 Maude Street (corner West
Street), Sandton, 2196, on Friday, 30 January 2009 at 12:00 to transact business
as stated in the notice of the annual general meeting, which will be issued
together with the Annual Report containing the Annual Financial Statements of
Netcare for the year ended 30 September 2008.
Proposed specific repurchases of treasury shares from Netpartner and the Netcare
Trust
Introduction and rationale for the specific repurchases
At 30 December 2008, the total Netcare shares held by Netpartner,
being a wholly-owned subsidiary of Netcare, is 340,354,743 shares
("Netpartner treasury shares") which constitute 18.31% of the entire
issued ordinary share capital of Netcare. Netpartner was incorporated as an
investment holding company in which healthcare practitioners acquired an
interest in healthcare investments. Since its inception, Netpartner has
accumulated the treasury shares in Netcare. During 2006 Netpartner
restructured its shareholding and as a result Netcare acquired 100% of
the shares in Netpartner. As a result of the total number of treasury
shares now held by Netpartner in Netcare, Netcare`s ability to further
purchase its own shares is limited, as section 89 of the Companies Act,
Act 61 of 1973, as amended ("the Companies Act"), prescribes that
subsidiaries may only hold up to a maximum of 10% in aggregate of the
total issued share capital of their holding company. Accordingly, in
order to create new capacity for Netcare and its subsidiaries to purchase
Netcare shares through itself or its subsidiaries, the board of Netcare
has resolved that Netcare purchase the treasury shares from Netpartner
in terms of section 85 of the Companies Act.
At 30 December 2008, the total number of Netcare shares held by the
Netcare Trust is 95,947,700 shares ("Netcare Trust treasury shares") which
constitute 5.16% of the entire issued ordinary share capital of Netcare. The
Netcare Trust was established during 1999 as part of Netcare`s drive to
restructure its then long-term debt. During 2003, the Netcare Trust became
redundant, but as a result of its role in the long-term debt restructure
was left holding the 95,947,700 Netcare shares. The board of Netcare has
resolved to wind up the Netcare Trust as it has not been serving any
purpose for some time. Accordingly, the board of Netcare has resolved that
Netcare purchase the 95,947,700 treasury shares from the Netcare Trust.
Pursuant to the repurchases of the Netpartner treasury shares and the
Netcare Trust treasury shares (collectively, the "treasury shares"), the
treasury shares will be cancelled as issued shares and restored to the
status of authorised share capital in Netcare.
Application will be made to the JSE Limited ("JSE") for the delisting
of the treasury shares once they have been repurchased. The treasury
shares are expected to be delisted from the JSE once the special
resolutions relating to the repurchases have been registered by the
Companies and Intellectual Properties Registration Office on or about
19 February 2009. The cancellation and delisting of the treasury shares,
pursuant to their repurchases, will not place Netcare in breach of the
spread regulations of the JSE.
The specific repurchases
The price at which the specific repurchases of the treasury shares will be
concluded shall be based on the 30-day volume weighted average share price
for Netcare on the JSE on 19 December 2008.
The specific repurchases of the treasury shares will have no financial effect
on Netcare, other than in respect of transaction costs that are normally
incurred in transactions of this nature, namely Capital Gains Tax,
uncertificated securities tax, insider trading levies, broker`s fees,
value-added tax and the Strate Limited settlement fees. As these specific
repurchases of treasury shares are intra-group, no cash will be utilised.
Conditions precedent
The repurchases are specific repurchases in terms of section 85 of the
Companies Act and as such are subject to approval being given at the annual
general meeting referred to above in terms of special resolutions by Netcare
shareholders and the registration of the special resolutions by the Companies
and Intellectual Properties Registration Office. In terms of the JSE Listings
Requirements and the provisions of the Companies Act, Netpartner and its
associates as well as the Netcare Trust and its associates will be excluded
from voting on the special resolutions required to authorise the specific
repurchases of the treasury shares.
Details of the specific repurchases
Details of the specific repurchases of treasury shares are included in the
notice of annual general meeting referred to above.
Sandton
30 December 2008
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 30/12/2008 07:05:26 Supplied by www.sharenet.co.za
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