| Thu 13 Sep 2001, 0:00 | | Clinics/ Netcare - Proposed Scheme Of Arrangement |
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Clinic Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004106/06)
Share code: CLC ISIN code: ZAE 000001442
("Clinics" or "the company")
Network Healthcare Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/008242/06)
Share code: NTC ISIN code: ZAE 000011953
("Netcare")
Proposed Scheme of Arrangement ("The Scheme ") - Salient Dates.
1. INTRODUCTION
Further to the announcement dated Friday, 31 August 2001, Investec Bank
Limited is authorised to announce that the High Court of South Africa
(Transvaal Provincial Division) ("Court") has granted leave to convene the
meeting to be held to vote on the scheme ("the scheme meeting"). The scheme
will be proposed by Netcare between Clinics and its shareholders, other than
Netcare and its subsidiary companies ("the scheme participants"), in terms
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, and
will entail the scheme participants being offered the opportunity to dispose
of their Clinics ordinary shares for Netcare ordinary shares for a
consideration amounting to 170 Netcare shares for every 100 Clinics shares
held ("the scheme consideration"). The Netcare ordinary shares to be issued
will, from their date of issue, rank pari passu in all respects with the
other Netcare ordinary shares then in issue.
2.SALIENT DATES AND TIMES PERTAINING TO THE SCHEME
2001
Forms of proxy must be lodged not later than 48 hours prior to the
Commencement of the scheme meeting
Last registration date in order to be
entitled to vote at the scheme meeting
by the close of business Thursday, 4 October
Scheme meeting held (at 09:00) Monday, 8 October
Publish results of scheme meeting Wednesday, 10 October
Court hearing to sanction the scheme Tuesday, 16 October
Publish results of Court hearing Wednesday, 17 October
Immediate settlement period for all transactions in
Clinics shares 15 to 17 October, inclusive
Expected date of suspension of Clinics
listing on the JSE Securities Exchange
South Africa ("the JSE")
from the commencement of business Thursday, 18 October
Record date ("the record date") to determine
participation in the scheme at the close
of business Friday, 19 October
Expected date of termination of Clinics
listing on the JSE at the close of business Friday, 19 October
Expected operative date of the scheme at the
commencement of business Monday, 22 October
Scheme consideration shares listed on the JSE
from the commencement of business Monday, 22 October
Expected date from which the scheme
consideration will be made available
or posted to scheme participants
(if documents of title are received on
or prior to the record date) or, failing
that, within five business days of
receipt thereof by the transfer
secretaries Wednesday, 24 October
Note:
The above dates and times are subject to change by agreement between Netcare
and Clinics. Any such amendment will be announced on the Stock Exchange News
Service and in the press.
3. SCHEME DOCUMENTATION
The documentation relating to the scheme will be posted today to those
Clinics shareholders registered at the close of business on Tuesday, 11
September 2001. Clinics shareholders are also referred to the Notice of
Scheme Meeting and the Order of Court published simultaneously with this
announcement.
Sandton
14 September 2001
Merchant Bank and Adviser to Clinics
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys
HR Levin
Lead sponsor to Netcare and Clinics
Merrill Lynch
Member of the JSE Securities Exchange South Africa
Registration number 1995/01805/07
Reporting accountants
Fisher Hoffman PKF
Fisher Hoffman PKF (Jhb) Inc
Registration number 1994/001166/21
Chartered Accountants (SA)
Registered Accountants and Auditors
Co-sponsor to Clinics
Investec Securities
Investec Securities Limited
Member of the JSE Securities Exchange South Africa
(Registration number 1972/008905/06)
