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NTC
NTC
Netcare - Network Healthcare Holdings Limited announces pricing of the
senior guaranteed convertible bond offering due 2011
Network Healthcare Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/008242/06)
JSE share code: NTC ISIN: ZAE000011953
("Netcare" or the "Company")
STOCK EXCHANGE RELEASE 29 September 2006
Network Healthcare Holdings Limited announces pricing of the senior
guaranteed convertible bond offering due 2011
Netcare announces the successful placement of its ZAR 1.5 billion senior
guaranteed convertible bonds due 2011 (the "Bonds") via an accelerated
bookbuild (the "Offering").
The Bonds will be issued and redeemed at 100% of their principal amount and
will pay a coupon of 6% per annum, paid semi-annually in arrear. The
conversion price has been set at ZAR 15.30, which represents a premium of
25.4% above the reference price of Netcare"s ordinary shares of ZAR 12.20
per ordinary share. The Bonds are expected to be settled on or around 12
October 2006 (the "Settlement Date"). The maturity date will be 30
September 2011 unless the Bonds are previously redeemed, converted, or
purchased and cancelled.
Netcare has granted Barclays Capital and Dresdner Kleinwort (together the
"Bookrunners") an option to subscribe for up to ZAR 200 million of
additional Bonds to cover over-allotments, if any, which may be exercised
at any time up to and including 30 days after the Settlement Date.
The ordinary shares to be issued upon conversion of the Bonds will
represent 6.2% of the number of Netcare"s current issued share capital
(assuming the option to increase the issue size is fully exercised).
In connection with the issue of the Bonds, the Bookrunners have, on behalf
of investors in the Bonds, placed 44.011 million ordinary shares with a
single investor at the reference price of ZAR 12.20 per ordinary share.
Deloitte & Touche has been appointed by the board of Netcare as the
independent expert in respect of the Offering. Deloitte & Touche has
reviewed and considered the Offering and subject to the provisions
contained in its opinion letter, is of the opinion that the terms and
conditions of the Offering are fair and reasonable to the Netcare"s
ordinary shareholders. This fair and reasonable opinion will be lodged with
the JSE Limited ("JSE") and available for inspection at the registered
office of the Netcare for a period of 10 business days from the date of the
Settlement Date.
Application has been made for the Bonds to be listed on the Singapore Stock
Exchange. Trading in the Bonds on the Singapore Stock Exchange is expected
to commence on or about 12 October 2006 subject to the receipt of all
regulatory approvals.
Barclays Capital and Dresdner Kleinwort are acting as Joint Lead Managers
and Bookrunners of the Offering. In connection with the Offering, Dresdner
Kleinwort may stabilise the offering in accordance with the stabilisation
rules of the Financial Services Authority.
Johannesburg, 29 September 2006
Network Healthcare Holdings Limited
BOARD OF DIRECTORS
For further information, please contact:
Network Healthcare Holdings Limited Investor Relations
Tel: +27 11 301 0211
Barclays Capital: Doug Decker Tel: +44 20 7773 8302
Dresdner Kleinwort: Ken Robins Tel: +44 20 7475 2361
Sponsor to the Company in South Africa
Merrill Lynch South Africa (Pty) Ltd
Distribution:
JSE Limited
Main news media
www.netcare.co.za
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES TO,
OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) UNLESS THEY ARE
REGISTERED OR EXEMPT FROM REGISTRATION. THERE WILL BE NO PUBLIC OFFER OF
SECURITIES IN THE UNITED STATES.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT PERSONS
WHO FALL WITHIN ARTICLE 19 OR 49 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 OR TO WHOM THIS ANNOUNCEMENT MAY
OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000. THE BONDS REFERRED TO IN THIS ANNOUNCEMENT
SHALL BE ISSUED ONLY TO SUCH PERSONS. STABILISATION/FSA
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF OR SUBSCRIPTION FOR SHARES TO
THE PUBLIC IN SOUTH AFRICA IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT 1973
(AS AMENDED) OR TO SOUTH AFRICAN RESIDENTS IN TERMS OF THE SOUTH AFRICAN
EXCHANGE CONTROL REGULATIONS IN SO FAR AS THOSE SOUTH AFRICAN RESIDENTS DO
NOT HAVE THE APPROPRIATE APPROVALS FROM THE SOUTH AFRICAN RESERVE BANK TO
SUBSCRIBE FOR THE BONDS REFERRED TO IN THIS ANNOUNCEMENT.
Date: 29/09/2006 09:11:16 AM Produced by the JSE SENS Department
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