| Thu 8 Jun 2006, 17:17 | | Netcare - Salient dates and times in respect of th |
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NTC
NTC
Netcare - Salient dates and times in respect of the proposed
scheme of arrangement
Netpartner Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/014215/06)
("Netpartner" or "the Company")
Network Healthcare Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/008242/06)
JSE code: NTC ISIN: ZAE000011953
("Netcare")
Salient dates and times in respect of the proposed scheme of arrangement
1. Introduction
Netpartner shareholders are referred to the announcement released on SENS on
Thursday, 23 March 2006 and published in the South African press on Friday,
24 March 2006 in terms of which it was announced that Netcare would propose a
scheme of arrangement ("scheme") in terms of section 311 of the Companies Act,
No. 61 of 1973, as amended ("the Companies Act"), between Netpartner and its
shareholders, other than Netcare and its subsidiaries ("scheme members"), in
terms of which, subject to the fulfilment of certain conditions precedent,
Netpartner shareholders, other than Netcare and its subsidiaries ("scheme
participants") will receive one Netcare share ("the scheme consideration") for
every four Netpartner shares held on the record date for the scheme. The
scheme, if implemented, will result in Netpartner becoming, directly and
indirectly, a wholly-owned subsidiary of Netcare.
This announcement contains the salient dates and times in relation to the
scheme.
2. Scheme meeting
Netpartner shareholders are advised that in terms of an Order of Court dated
Tuesday, 6 June 2006, the High Court of South Africa (Witwatersrand Local
Division) ("Court") has granted Netpartner leave to convene a scheme meeting,
to be held at 11:00 on Monday, 3 July 2006, in the Nedbank Auditorium, 135
Rivonia Road, Sandown, 2196.
3. Conditions precedent
The implementation of the scheme is subject to the fulfilment of the following
conditions precedent, which in respect of the conditions precedent mentioned
in paragraphs 3.5, 3.6, 3.7 and 3.8 below, are to be fulfilled by the date on
which Netpartner will make application to the Court for sanctioning of the
scheme and the chairman of the scheme meeting is to report the results thereof
to the Court ("report back date"), which report back date is expected to be
Tuesday, 25 July 2006 (provided that such report back date may be extended
from time to time with the approval of the Court):
3.1 the approval in general meeting of a simple majority of Netcare
shareholders, other than related parties and their associates;
3.2 the approval of the scheme by scheme members representing not less than
75% of the votes exercisable by scheme members present and voting either in
person or by proxy at the scheme meeting;
3.3 the Court sanctioning the scheme in terms of the Companies Act;
3.4 a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies in terms of the Companies Act;
3.5 the approval of the competition authorities as contemplated in the
Competition Act, No. 89 of 1998, as amended, insofar as may be necessary,
either unconditionally or subject to such conditions as are acceptable to both
Netpartner and Netcare;
3.6 the subscription by Netpartner for the entire issued share capital of
Lethimvula Investments Limited ("Lethimvula"), comprising 578 805 500
Lethimvula ordinary shares ("the Lethimvula shares") becoming unconditional
and being implemented;
3.7 the distribution in specie by Netpartner of the Lethimvula shares to
Netpartner shareholders who are recorded in the register on the distribution
record date by way of a reduction in the share premium account of Netpartner
in terms of section 90 of the Companies Act in the ratio of one Lethimvula
share for every one Netpartner share held ("distribution in specie") becoming
unconditional and being implemented; and
3.8 all other regulatory approvals or consents necessary for the
implementation of the scheme being obtained, either unconditionally or subject
to such conditions as are acceptable to both Netpartner and Netcare.
4. Substitute offer
The substitute offer will only become effective in the event that the scheme
fails. The scheme will be regarded as having failed if any of the conditions
precedent to the scheme fail or are not fulfilled for any reason other than
the regulatory approval required for the implementation of the scheme not
being obtained.
In terms of the substitute offer, Netcare will make an unconditional offer to
the Netpartner shareholders other than Netcare and its subsidiaries, to
acquire all or any part of their holding of Netpartner shares in the ratio of
one Netcare share for every four Netpartner shares held.
The salient dates and times of the substitute offer, including the opening
date and closing date of the offer, will be released on SENS and published in
the South African press immediately following the failure of the scheme.
5. Salient dates and times
The expected dates and times pertaining to the scheme are set out below:
Scheme of arrangement 2006
Last day to trade in Netpartner shares on the Barnard
Jacobs Mellet Securities (Proprietary) Limited ("BJM")
over-the-counter market in order to be recorded on the
register to vote at the scheme meeting, by close
of trade on (refer note 2 below) Thursday, 22 June
Record date for voting, by close of trade on Thursday, 29 June
Last day to lodge forms of proxy for the scheme meeting
(refer note 3 below), by 11:00 on Friday, 30 June
Scheme meeting to be held at 11:00 on Monday, 3 July
Results of the scheme meeting released on Sens on Monday, 3 July
Results of the scheme meeting published in
the South African press on Tuesday, 4 July
Report back date and Court hearing to sanction
the scheme expected at 10:00 or as soon thereafter
as Counsel may be heard on Tuesday, 25 July
Results of the Court hearing released on Sens on Tuesday, 25 July
Results of Court hearing published
in the South African press on Wednesday, 26 July
Expected last day to trade in Netpartner shares
on the BJM over-the-counter market in order to be
recorded in the register on the record date for the
scheme on Friday, 28 July
Expected record date for the scheme on Friday, 4 August
Expected date of termination of Netpartner"s trading
on the BJM over-the-counter market,
from commencement of trade on Monday, 7 August
Expected operative date of the scheme on Monday, 7 August
Scheme consideration to be listed on the JSE Limited
("JSE") and made available to scheme participants on Monday, 7 August
Notes:
1. The abovementioned dates and times are South African dates and times, and
are subject to change. Any changes will be released on Sens and published in
the South African press.
2. Netpartner shareholders should note that settlement for trade on the BJM
over-the-counter market takes place five business days after such trade.
Therefore, shareholders who acquire Netpartner shares on the BJM over-the-
counter market after Thursday, 22 June 2006 will not be eligible to vote at
the scheme meeting.
3. Forms of proxy for the scheme meeting (pink) may also be handed to the
Chairperson of the scheme meeting by no later than 10 minutes before the
commencement of the scheme meeting.
6. Scheme circular
A scheme circular, which has been approved by the Securities Regulation Panel,
providing full information on the scheme and incorporating a notice in respect
of the scheme meeting will be posted to Netpartner shareholders on or about
Friday, 9 June 2006.
The scheme circular will be accompanied by the Netpartner unbundling circular
setting out, inter alia, details of the distribution in specie and the pre
trading statement for Lethimvula.
Copies of these circulars may be obtained during normal business hours from
Friday, 9 June 2006 to Thursday, 22 June 2006 at:
- the registered office of Netpartner at 2nd Floor, West Block, 9 Fredman
Drive, Sandown, 2196;
- the offices of the independent adviser, corporate adviser and transactional
sponsor to Netpartner, Nedbank Capital, a division of Nedbank Limited, at 3rd
Floor, Corporate Place, 135 Rivonia Road, Sandown, 2196; and
- the offices of the transfer secretaries, Ultra Registrars (Proprietary)
Limited at 11 Diagonal street, Johannesburg, 2001.
7. Netcare circular
A circular to Netcare shareholders, dated Friday, 26 May 2006, relating to,
amongst others, the scheme or, if applicable, the substitute offer, has been
posted to Netcare shareholders.
Sandton
Thursday, 8 June 2006
Independent adviser, corporate adviser and transactional sponsor to Netpartner
NEDBANK CAPITAL
Corporate adviser to Netpartner
iCapital advisers
Legal adviser to Netpartner and attorneys to the scheme
Cliffe Dekker
Legal adviser to Netcare
H R LEVIN
Reporting accountants and auditors to Netpartner and Netcare
PKF Accountants and business advisers
Corporate adviser to Netcare
KPMG
Sponsor to Netcare
Merrill Lynch
Global Markets & Investment Branding Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the JSE Limited
Date: 08/06/2006 05:17:11 PM Produced by the JSE SENS Department
