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NTC
NTC
Network Healthcare Holdings Limited - Results Of General Meeting
Network Healthcare Holdings Limited
Incorporated in the Republic of South Africa
Registration number 1996/008242/06
JSE code: NTC & ISIN: ZAE000011953
("Netcare" or the "company")
RESULTS OF GENERAL MEETING
Shareholders are advised that at the general meeting held at 12:00 on Monday, 19
June 2006, the requisite majorities of Netcare shareholders approved:
* the special resolution to authorise the company to repurchase 116 056 221
Netcare ordinary shares held by certain wholly-owned subsidiary companies as
treasury shares in terms of section 85(2) of the Companies Act, 1973 (Act 61 of
1973) as amended ("the Companies Act");
* the ordinary resolution to authorise the company to acquire certain of the
issued shares in Netpartner Investments Limited ("Netpartner") not already held
by Netcare from related parties of the company as defined in paragraph 10(b) of
the Listings Requirements of the JSE Limited by way of a scheme of arrangement
in terms of section 311 (the "scheme") of the Companies Act or, if applicable,
the substitute offer in terms of section 440K of the Act (the "substitute
offer");
* the ordinary resolution to place a maximum of 77 660 000 new Netcare ordinary
shares under the control of the board of directors of the company for the
settlement of the scheme consideration or, if applicable, the substitute offer
consideration, being one Netcare share for every four Netpartner shares held;
* the special resolution to increase the authorised share capital of the company
by the creation of 10 000 000 cumulative, non-redeemable, non-participating and
non-convertible preference shares with a par value of 50 cents each ("preference
shares") and amend the Memorandum of Association of the company to reflect the
amended share capital;
* the special resolution to approve the terms attaching to the preference
shares;
* the special resolution to insert a condition in the Memorandum of Association
of the company in terms of which certain articles in the company"s Articles of
Association may not be amended or deleted unless the consent of the holders of
the preference shares has been obtained;
* the ordinary resolution to place the authorised but unissued preference shares
under the control of the board of directors of the company; and
* the ordinary resolution to authorise the directors of the company to do all
such things and sign all documents as they consider necessary to give effect to
and implement the above-mentioned resolutions.
The special resolutions have been submitted to the Registrar of Companies for
registration.
19 June 2006
Johannesburg
Corporate adviser
KPMG
Legal adviser
HR Levin
Independent professional expert
Deloitte
Sponsor
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the JSE Limited
Independent reporting accountants and auditors
PKF
Accountants & business advisers
Arranger
Investec Bank Limited
(Registration number 1969/004763/06)
Date: 19/06/2006 05:22:08 PM Produced by the JSE SENS Department
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