| Thu 8 Jun 2006, 17:15 | | Network Healthcare Holdings Limited - Notice Of Sc |
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NTC
NTC
Network Healthcare Holdings Limited - Notice Of Scheme Meeting
NETWORK HEALTHCARE HOLDINGS LIMITED
(Co. Reg. No. 1996/004282/06)
Code: NTC
ISIN number: ZAE000011953
Netpartner Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/014215/06)
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 06/11995
Before the Honourable Justice Gildenhuys
In the ex parte application of:
NETPARTNER INVESTMENTS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 2003/014215/06)
NOTICE OF A SCHEME MEETING OF THE HOLDERS OF ORDINARY SHARES OF ONE CENT EACH
IN THE APPLICANT
Under authority of an Order of the High Court of South Africa (Witwatersrand
Local Division) ("Court") issued in the above matter on Tuesday, 6 June 2006,
this notice serves to convene a meeting ("scheme meeting") of shareholders
of the Applicant other than Network Healthcare Holdings Limited ("Netcare")
and its subsidiaries, who are registered as such at the close of business on
Thursday, 29 June 2006 ("scheme members").
The scheme meeting is to be held at 11:00 in the Nedbank Auditorium at 135
Rivonia Road, Sandown on Monday, 3 July 2006 under the chairmanship of Mr
Philip Vallet or failing him Mr Solomon Slom, both attorneys practising as
such as directors of Fluxmans Inc. ("Chairperson").
The purpose of the scheme meeting is to consider and, if deemed fit, to
approve (with or without modification) a scheme of arrangement ("scheme"), in
terms of section 311 of the Companies Act, No. 61 of 1973, as amended
("Companies Act"), proposed by Netcare between the Applicant and the
shareholders of the Applicant, excluding Netcare and its subsidiaries,
registered as such on Friday, 4 August 2006 ("scheme participants"). The basic
characteristic of the scheme is that, subject to the fulfilment or waiver,
where applicable, of certain conditions precedent to which the scheme is
subject, as stated in paragraph 5.7 of the scheme circular, Netcare will
acquire all of the issued shares in Netpartner held by the scheme participants
("scheme shares") for a consideration of one Netcare share for every four
scheme shares held.
A copy of the scheme circular, the explanatory statement in terms of section
312(1)(a)(i) of the Companies Act which explains the scheme, the valuation
statement in terms of section 312(1)(a)(ii) of the Companies Act, this notice,
the approved form of proxy (pink) and the Order of Court convening the scheme
meeting will be sent to the shareholders of the Applicant at least fourteen
days before the date of the scheme meeting. Shareholders may, during normal
business hours at any time prior to the scheme meeting, inspect and obtain a
copy of those documents free of charge at the Applicant"s corporate office at
2nd floor, West Block, 9 Fredman Drive, Sandown, 2196.
Each scheme member may personally or through a proxy attend, speak and vote,
or abstain from voting, at the scheme meeting. A proxy need not be a
shareholder of the Applicant. An acceptable form of proxy (pink), duly signed,
must be received by Ultra Registrars (Proprietary) Limited, 11 Diagonal
Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000), by not later
than 11:00 on Friday, 30 June 2006, or by not later than 11:00 on the business
day immediately preceding any adjourned meeting, or handed to the Chairperson
no later than ten minutes before the scheme meeting or adjourned meeting is
due to commence. Notwithstanding the aforegoing, the Chairperson of the scheme
meeting may approve at his discretion the use of any other form of proxy.
The Order of Court requires the Chairperson to report on the scheme meeting to
the above Honourable Court at 10:00 or as soon thereafter as Counsel may be
heard on Tuesday, 25 July 2006. During normal business hours for at least
seven days prior to that date, a free copy of the Chairperson"s report to the
Court will be available to any shareholder of the Applicant at the
abovementioned corporate office of the Applicant.
Where there are joint holders of any of the Applicant"s shares, any one of
such persons may vote at the scheme meeting in respect of such shares as if
he was solely entitled thereto, but if more than one of such joint holders
be present or represented at the scheme meeting, then the person whose
name stands first in the register in respect of such shares or his proxy, as
the case may be, shall alone be entitled to vote in respect thereof, as if he
were the sole holder of such shares.
Chairperson of the scheme meeting
Attorneys to the Applicant
Cliffe Dekker Inc.
1 Protea Place
Sandown, 2196
(Private Bag X7, Benmore, 2010)
Tel: +27 (0)11 290 7121
Fax: +27 (0)11 290 7321
Ref: I Hayes
Date: 08/06/2006 05:15:07 PM Produced by the JSE SENS Department
