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NETCARE LIMITED - Notice to shareholders in accordance with section 45 (5) of the Companies Act, 71 of 2008

Release Date: 24/11/2014 17:00
Code(s): NTC     PDF:  
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Notice to shareholders in accordance with section 45 (5) of the Companies Act, 71 of 2008

NETCARE LIMITED
(Registration number 1996/008242/06)
Code: NTC
ISIN number: ZAE000011953
("Netcare" or "the company")



NOTICE TO SHAREHOLDERS IN ACCORDANCE WITH SECTION 45 (5) OF THE COMPANIES ACT, 71 OF 2008



We refer to the special resolution which was approved by the shareholders of the Company in
accordance with section 45(3) (a) (ii) of the Companies Act, 71 of 2008 (the Companies Act) on
07 February 2014, authorising the Company to provide financial assistance to related or
interrelated companies of the Company.

Notice is hereby given, in accordance with section 45(5) of the Companies Act, that a resolution
of the board of directors of the Company, as contemplated by section 45 of the Companies Act,
was adopted on 11 November 2014 (the board resolution).

The board resolution authorises the Company to enter into a R500,000,000 Credit Facility
Agreement, in its capacity as guarantor, for the obligations of Netcare 911 Proprietary Limited (as
borrower) and of each other guarantor (being Clindeb Investments Limited; Netcare Hospital
Group Proprietary Limited; Netcare Hospitals Proprietary Limited and Netcare Property Holdings
Proprietary Limited), which constitutes the Company giving "financial assistance" within the
meaning of section 45 of the Companies Act.

In terms of section 45(3)(b) of the Companies Act, the board is satisfied that:

-   immediately after providing the financial assistance, the Company would satisfy the solvency
    and liquidity test as set out in section 4 of the Companies Act; and

-   the terms under which the financial assistance is proposed to be given under the resolution
    are fair and reasonable to the Company.

24 November 2014

Sponsor

Nedbank Capital

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