| Fri 14 Aug 2009, 12:00 | | NTC - Netcare - Announcement Regarding An Authority To Place The Authorised But |
|
NTC
NTC
NTC - Netcare - Announcement Regarding An Authority To Place The Authorised But
Unissued Ordinary Shares Under The Control Of The Directors And An Odd Lot Offer
(Registration number 1996/008242/06)
Code: NTC
ISIN number: ZAE000011953
("Netcare" or "the company")
ANNOUNCEMENT REGARDING AN AUTHORITY TO PLACE THE AUTHORISED BUT UNISSUED
ORDINARY SHARES UNDER THE CONTROL OF THE DIRECTORS AND AN ODD LOT OFFER
1. Introduction
Netcare shareholders are advised that the board of directors of Netcare
("the board" or "the directors") proposes, subject to shareholder approval,
to have in place a general authority in terms of which an additional 10% of
the authorised but unissued ordinary shares in the share capital of the
company are placed under the control of the directors ("the general
authority").
In addition, Netcare wishes to reduce the substantial and ongoing costs of
administration connected with having a large number of Netcare shareholders
holding less than 100 shares ("odd lot holders") and to provide them with
an inexpensive method of realising their investment in Netcare. The
directors therefore propose to undertake an odd lot offer to all odd lot
holders to repurchase their Netcare shares ("the odd lot offer"), subject
to shareholder approval.
2. The general authority
At the annual general meeting of Netcare, held on Friday, 30 January 2009,
shareholders approved a general authority authorising the directors of
Netcare to issue shares for cash as well as an authority to place 112 000
000 out of 1 858 707 587 Netcare shares under the control of the directors.
The purpose of this authority was to ensure technical compliance with the
JSE Limited ("JSE") Listings Requirements relating to the potential
conversion pertaining to a convertible bond.
The board now wishes to avail itself of the opportunity to implement a
scrip dividend and/or a capitalisation issue as an alternative to a cash-
based capital reduction, and it is solely for this purpose that the board
requires shareholders to approve the general authority which will place an
additional 10% of the unissued shares in the capital of the company under
the control of the directors, being 107 491 596 shares as at Monday, 03
August 2009.
3. The odd lot offer
3.1 Rationale
As at 30 June 2009, approximately 786 shareholders, holding 34 300
Netcare shares, being 4.4% of the total number of Netcare
shareholders, held less than 100 shares each. Netcare shareholders
holding less than 100 Netcare shares represent 0.0024% of the total
number of Netcare shares in issue.
The odd lot offer will provide odd lot holders with an inexpensive
method of realising their investment in Netcare.
3.2 The offer price
The price at which Netcare will repurchase the shares of odd lot
holders ("the offer price") will be R11.26 per share, which was
calculated using the volume weighted average trading price of Netcare
shares on the JSE over the 5 trading days commencing on Monday, 27
July 2009 and ending on Friday, 31 July 2009, plus a 5% premium.
3.3 Mechanism of the odd lot offer
3.3.1 All odd lot holders at the close of business on the Friday,
25 September 2009 ("the record date") will be afforded the
opportunity to participate in the odd lot offer.
3.3.2 The odd lot offer will be implemented on the basis that odd
lot holders may until the record date elect either to:
- sell their odd lot holdings to Netcare at the offer
price ("the cash alternative"); or
- retain their odd lot holdings.
The election by odd lot holders is irrevocable and cannot be
withdrawn once exercised.
3.3.3 Those odd lot holders who do not timeously or validly choose
one of the election alternatives set out in 3.3.2 above,
will be deemed to have elected the cash alternative and
agreed to sell their odd lot holdings in terms of the odd
lot offer. Their documents of title will have no value after
Friday, 25 September 2009 other than to receive the proceeds
of the sale of their odd lot shares at the offer price upon
surrender of such documents of title.
4. Effect on Netcare`s share capital
The maximum number of shares which, potentially, could be repurchased by
Netcare if all odd lot holders sell their odd lot holdings to Netcare will
not exceed 34 300 shares ("the specific repurchase").
As the current issued ordinary share capital of Netcare (prior to the
implementation of the odd lot offer) comprises of 1 425 084 044 shares, the
specific repurchase will have no material effect on Netcare`s issued
ordinary share capital and, after the specific repurchase, the company will
still comply with the minimum shareholder spread as required by the JSE
Listings Requirements.
5. Financial effects
The odd lot offer and the specific repurchase will have no material effect
on Netcare`s issued ordinary share capital, its earnings, headline
earnings, adjusted headline earnings, net asset value nor tangible net
asset value.
6. Salient dates and times
The salient dates and times in respect of the general authority and the odd
lot offer are as follows:
2009
Circular posted to Netcare shareholders Friday, 14 August
on
Announcement regarding the general Friday, 14 August
authority and odd lot offer released on
SENS on
Announcement regarding the general Monday, 17 August
authority and odd lot offer published in
the press on
Forms of proxy (blue) for the general
meeting to be received by 10:00 on Friday, 04 September
General meeting held at 10:00 on Monday, 07 September
Results of the general meeting released Monday, 07 September
on SENS on
Results of the general meeting published Tuesday, 08 September
in the press on
Last day to trade in order to Thursday, 17 September
participate in the odd lot offer
Shares trade ex the odd lot offer Friday, 18 September
Forms of election and surrender (green) Friday, 25 September
to be received by the transfer
secretaries by 12:00 on
Odd lot offer closes at 12:00 on Friday, 25 September
Record date of the odd lot offer Friday, 25 September
Dematerialised shareholders will have Monday, 28 September
their accounts held at their CSDP or
broker updated in respect of the odd lot
offer on or about
Cheques or electronic transfers in Monday, 28 September
respect of certificated shareholders
posted or effected against surrender of
documents of title on or about (see note
2)
Results of the odd lot offer released on Monday, 28 September
SENS on
Results of the odd lot offer published Tuesday, 29 September
in the press on
Notes:
1. The above dates and times are subject to amendment. Any such
amendment will be released on SENS and published in the press.
2. Payment will be made within three business days of receipt if received
by the transfer secretaries after 12:00 on the record date.
3. Share certificates may not be dematerialised or rematerialised between
Friday, 18 September 2009 and Friday, 25 September 2009, both days
inclusive.
7. General meeting
The general meeting of Netcare shareholders will be held at 10:00 in the
Auditorium, Ground Floor, 76 Maude Street, Sandton, 2196 on Monday, 07
September 2009. At the general meeting shareholders will be asked to
consider and, if deemed fit, approve the requisite resolutions to approve
the general authority and the odd lot offer.
8. Circular
A circular containing full details of the general authority and the odd lot
offer has been posted to all Netcare shareholders today.
Johannesburg
14 August 2009
Investment bank and Sponsor Legal advisers
Nedbank Capital H R Levin Attorneys, Notaries & Conveyancers
Date: 14/08/2009 12:00:01 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.
