| Tue 16 Oct 2001, 0:00 | | Clinic Holdings Limited - Announcement |
|
(Incorporated in the Republic of South Africa)
(Registration number 1987/004106/06)
(Share code: CLC)
(ISIN: ZAE000001442)
("Clinics")
NETWORK HEALTHCARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/008242/06)
(Share code: NTC)
(ISIN: ZAE000011953)
("Netcare")
Sanctioning of the scheme of arrangement by the High Court of South Africa
(Transvaal Provincial Division)
Sanctioning of the scheme
Further to the announcement dated 10 October 2001, Investec Bank Limited is
authorised to announce that the scheme of arrangement ("the scheme")
proposed by Netcare between Clinics and its shareholders other than Netcare
and its subsidiary companies, was sanctioned by the High Court of South
Africa (Transvaal Provincial Division) on Tuesday, 16 October 2001.
Consequently, the Order of Court has been lodged with the Registrar of
Companies ("the Registrar") for registration on or about Wednesday, 17
October 2001. Apart from the Registrar's registration of the Order of Court,
all other outstanding conditions precedent relating to the scheme have been
fulfilled.
Termination of Stock Exchange listing
The listing of Clinics shares on the JSE Securities Exchange South Africa
will be suspended from the commencement of business on Thursday, 18 October
2001, and will be terminated with effect from the close of business on
Friday, 19 October 2001. The record date to determine the participants in
the scheme will be the close of business on Friday, 19 October 2001 ("the
record date"). The operative date of the scheme will be the commencement of
business on Monday, 22 October 2001.
Scheme consideration and surrender of Clinics documents of title
In terms of the scheme, holders of Clinics shares, other than Netcare and
its subsidiary companies, registered as such on the record date ("the scheme
participants"), are entitled to receive 170 fully paid Netcare shares for
every 100 Clinics shares held ("the scheme consideration").
The scheme consideration will be posted on or about Wednesday, 24 October
2001 to those scheme participants who have surrendered their documents of
title by 16:30 on the record date, depending on the instructions contained
in the properly completed form of surrender. In respect of those scheme
participants who surrender their documents of title after 16:30 on the
record date, the scheme consideration will be posted within five business
days of the surrender of their documents of title in terms of the scheme.
Accordingly, if they have not already done so, scheme participants should
surrender their documents of title as soon as possible to the transfer
secretaries, Ultra Registrars (Proprietary) Limited, 11 Diagonal Street,
Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) in order to claim the
scheme consideration.
The scheme consideration will not be sent to scheme participants unless and
until all documents of title in respect of the relevant Clinics shares have
been surrendered to the transfer secretaries as set out above.
A form of surrender was included in the circular posted to Clinics
shareholders on Friday, 14 September 2001 and a further form of surrender
will be included along with this announcement and posted to Clinics
shareholders on Monday, 22 October 2001.
Sandton
16 October 2001
Merchant bank and adviser to Clinics
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys
H R Levin
Lead sponsor to Netcare and Clinics
Merrill Lynch South Africa (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Registration number 1995/01805/07
Reporting accountants
Fisher Hoffman PKF (Jhb) Inc
Registration Number 1994/001166/21
Chartered Accountants (SA)
Registered Accountants and Auditors
Co-sponsor to Clinics
Investec Securities Limited
Member of the Johannesburg Stock Exchange
(Registration number 1972/008905/06)
