Shareholder circulars

Restructure of the Netcare BEE transaction in order to simplify the current structure and settle all funding, and in connection therewith:
  • the specific repurchase, and subsequent cancellation and delisting, of a maximum of 67.0 million and 50.6 million Netcare shares held as treasury shares by PCT Finco and HPFL Finco respectively;
  • the settlement of current funding liabilities in PCT Finco and HPFL Finco; and
  • the specific issue of approximately 91.1 million Netcare shares directly to the Trusts,
A general issue of shares for cash; and
An authority to place the authorised but unissued ordinary shares under the control of the directors;
The issue price of the ZAR 1 700 000 000 6,0 per cent. Convertible Bonds due 2011 (the ‘‘Bonds’’) of Network Healthcare Holdings Limited (the ‘‘Issuer’’ or ‘‘Netcare’’) is 100 per cent. of their principal amount.
Placing Memorandum relating to a subscription by way of private placement of a maximum of 10 000 000 cumulative, non-redeemable, non-participating, non-convertible preference shares of 50 cents each ("preference shares") at a deemed subscription price of R 100,00 per share.
The UK independent acute care market is attractive and the market outlook positive. Market characteristics include: Consumer demand for high-quality, timely heathcare services.
It was announced on SENS on 23 March 2006 and in the press on 24 March 2006 that Netcare and Netpartner wish to implement the proposed transactions which if successfully implemented will result in, inter alia
Relating to:
  • a Broad-Based Black Economic Empowerment proposal entailing a specific issue of ordinary shares for cash and the disposal of the issued shares in Basfour 2078 (Proprietary) Limited;
  • the amendment of the Netcare Share Incentive Scheme; and
  • a specific authority for Netcare and/or its subsidiaries to repurchase its shares and incorporating:
  • the specific issue of approximately 91.1 million Netcare shares directly to the Trusts,
  • a notice convening a general meeting of shareholders; and
  • a form of proxy for use by certificated and own-name dematerialised shareholders (yellow)
  • the offer by Netcare to acquire from Clinic Holdings Limited ('Clinics') shareholders, 51% of their clinics shares for cash or Netcare shares;
  • the sale of the Netcare business to Clinics;
  • the agreements between the Company, COSATU and the SAMDP;
  • the acquisition by Netcare of Sunninghill, Linksfield, Oncology and Clinfed;
  • the impementation of a rights offer to Netcare shareholders registered as such on the relevant record date; and
  • the increase in the Company's authorised share capital; and incorporating
  • notice convening a general meeting of Netcare shareholders; and
  • a form of prxy for the general meeting.