Wrap Text
Availability of IAR, notice of AGM, no change statement, BEE certificate and proposed specific repurchase
NETCARE LIMITED
(Registration number 1996/008242/06)
JSE ordinary share code: NTC
ISIN: ZAE000011953
JSE preference share code: NTCP
ISIN: ZAE000081121
(“Netcare” or the “Company”)
AVAILABILITY OF THE ANNUAL INTEGRATED REPORT, DISTRIBUTION AND NOTICE OF ANNUAL GENERAL MEETING, NO
CHANGE STATEMENT, BEE ACT ANNUAL COMPLIANCE CERTIFICATE AND A PROPOSED SPECIFIC REPURCHASE OF
NETCARE ORDINARY SHARES
Availability of Annual Integrated Report, distribution and notice of Annual General Meeting and no change statement
Further to Netcare’s summarised audited group results for the year ended 30 September 2018 released on the Stock
Exchange News Service on Monday, 19 November 2018 (“Published Annual Results”), shareholders are advised that the
Netcare 2018 annual integrated report (“Annual Integrated Report”) is available on the Company's website,
http://www.netcare.co.za/Netcare-Investor-Relations/Reports/-Annual-reports. The notice of Annual General Meeting,
which forms part of the Annual Integrated Report, has been distributed to shareholders today, 14 December 2018.
The Annual Integrated Report contains no changes to the aforementioned Published Annual Results which includes the
external auditors’, Grant Thornton Johannesburg, unqualified audit opinion on the consolidated financial statements.
Notice is hereby given that the 22nd Annual General Meeting (“AGM”) of shareholders of the Company will be held on
Friday, 1 February 2019 at 10h00 in the Auditorium, Ground Floor, 76 Maude Street, (corner West Street), Sandton, 2196,
to transact the business as stated in the AGM notice forming part of the 2018 Integrated Annual Report.
BEE Act Annual Compliance Certificate
The Company's annual compliance report, prepared in terms of section 13 G(2) of the B-BBEE Amendment Act 46 of 2013,
has been published and is available on the Company's website (http://www.netcare.co.za/Netcare-Investor-
Relations/Governance/Netcare-B-BBEE-Certificate).
Specific Repurchase
1. Introduction
Shareholders are advised that Netcare intends proposing a specific repurchase of 18 937 084 Netcare ordinary shares
from Netcare Hospital Group (Proprietary) Limited (“Netcare Hospital”), a wholly-owned subsidiary of Netcare (“the
Specific Repurchase”), at the Company’s Annual General Meeting.
The Specific Repurchase is subject to the provisions of the Memorandum of Incorporation of the Company, the
Companies Act, No. 71 of 2008 (“the Companies Act”) and the JSE Limited (“JSE”) Listings Requirements, where
applicable.
2. Terms of the Specific Repurchase
2.1. The Specific Repurchase will be effected through the repurchase of ordinary shares by the Company from Netcare
Hospital as follows:
- 18 937 084 Netcare ordinary shares at a price of R23.786453 per ordinary share, with a total value of R450
446 066.71.
2.2. The Specific Repurchase represents 1.29% of the Netcare ordinary shares in issue as at the date of the AGM
notice.
2.3. The Netcare ordinary shares to be repurchased in terms of the Specific Repurchase are reflected as treasury
shares in the annual financial statements of Netcare. The Specific Repurchase will only be effected if the requisite
majority of shareholders vote in favour thereof. Subsequent to the Specific Repurchase, application will be made
to the JSE for the cancellation and delisting of the 18 937 084 ordinary shares.
2.4. After the Specific Repurchase, 107 397 468 Netcare ordinary shares will be held as treasury shares.
3. Impact of the Specific Repurchase on financial information
The impact of the Specific Repurchase has been investigated and as the Specific Repurchase involves existing treasury
shares, the board of directors can confirm that the implementation of the Specific Repurchase has no impact on the
financial information of Netcare, other than reducing the issued share capital of the Company.
Netcare’s issued ordinary shares will decrease by 18 937 084 ordinary shares.
Salient dates and times
The salient dates and times for the AGM and the Specific Repurchase are as follows:
2018/2019
Record date to be entitled to receive the notice of AGM Friday, 7 December
Last day to trade to be entitled to attend, participate and vote at the AGM Tuesday, 22 January
Record date to be entitled to attend, participate and vote at the AGM Friday, 25 January
Form of proxy to be received by the transfer secretaries by 10h00 on Wednesday, 30 January
AGM to be held at 10h00 in the Auditorium, Ground Floor, 76 Maude Street (corner West Friday, 1 February
Street), Sandton, 2196 on
Voting results of the AGM to be released on SENS on Friday, 1 February
Cancellation and delisting of 18 937 084 ordinary shares on or about Friday, 8 February
Notes:
1. All times indicated above are South African times.
2. These dates and times are subject to amendment. Any such amendment will be released on SENS.
Johannesburg
14 December 2018
Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking
Date: 14/12/2018 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.