| Tue 4 Jul 2006, 17:05 | | Netpartner/ Netcare - Results of the general meeti |
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NTC
NTC
Netpartner/ Netcare - Results of the general meeting and scheme meeting
Netpartner Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/014215/06)
("Netpartner")
Network Healthcare Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/008242/06)
JSE code: NTC ISIN: ZAE000011953
("Netcare")
Results of the Netpartner general meeting and scheme meeting
1. Results of the general meeting
Further to the announcement dated Thursday, 8 June 2006 and the circular to
Netpartner shareholders dated Friday, 9 June 2006, Netpartner shareholders are
advised that, at the general meeting of Netpartner shareholders held in the
Nedbank Auditorium at 135 Rivonia Road, Sandown on Monday, 3 July 2006, the
ordinary resolutions relating to:
1.1 the distribution by Netpartner of its entire shareholding in Lethimvula
Investments Limited to Netpartner shareholders by way of a distribution in
specie in terms of section 90 of the Companies Act, No. 61 of 1973, as amended
("Companies Act"), in the ratio of one Lethimvula share for every one Netpartner
share held at the close of business on the record date for the distribution in
specie; and
1.2 the authorisation for any member of the board of directors of Netpartner
("the Board") to take such steps and sign all such documents so as to give
effect to the resolution described in 1.1 above, were passed by the requisite
majority of Netpartner shareholders.
2. Results of the scheme meeting
Further to the announcement dated Thursday, 8 June 2006 and the circular to
Netpartner shareholders dated Friday, 9 June 2006, Netpartner shareholders are
advised that the scheme of arrangement ("the scheme") in terms of section 311 of
the Companies Act proposed by Netcare between Netpartner and its shareholders,
excluding Netcare, was approved by 99.97% of Netpartner shareholders present
either in person or represented by proxy at the scheme meeting held on Monday, 3
July 2006 at the Nedbank Auditorium, 135 Rivonia Road, Sandown.
As the conditions precedent to the implementation of the scheme will not be
fulfilled by 25 July 2006, Netpartner will apply to the Court on 25 July 2006
for an extension of the sanctioning hearing date. Details of the sanctioning
hearing date will be published in the South African press on or about Wednesday,
26 July 2006.
At the sanctioning hearing, the Court will decide on all facts and submissions
then before it, whether or not to sanction and approve the scheme and declare it
binding on Netpartner and its shareholders. The sanctioning hearing will be open
to the public and any interested person affected by the scheme will be entitled
to address the Court, in person or through a legal representative entitled to
appear before the Court, on any material aspect relevant to the scheme.
3. Conditions precedent
The implementation of the scheme is subject to the fulfilment of the following
conditions precedent:
3.1 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 Netcare
and Netpartner;
3.2 the subscription and the distribution in specie becoming unconditional and
being implemented;
3.3 the Court sanctioning the scheme in terms of the Companies Act; and
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.
4. Chairman"s report
Copies of the Chairman"s report on the scheme meeting will be available at the
registered office of Netpartner (2nd Floor West Block, 9 Fredman Drive, Sandown)
during normal business hours, free of charge on request, for at least 1 (one)
week before the sanctioning hearing date.
5. Further announcements
Further announcements regarding the outcome of the application to the Court and
final salient dates and times of the scheme will be made to Netpartner
shareholders in due course.
By order of the Board
Johannesburg
Tuesday, 4 July 2006
Independent adviser, corporate adviser and transactional sponsor to Netpartner
Nedbank Capital
Corporate adviser to Netcare
KPMG
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 & business advisers
Sponsor to Netcare
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
Corporate adviser to Netpartner
Icapital advisers
Date: 04/07/2006 05:05:04 PM Produced by the JSE SENS Department
