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NETCARE LIMITED - Availability of IAR, notice of AGM, no change statement, BEE certificate and proposed specific repurchase

Release Date: 14/12/2018 14:30
Code(s): NTC NTCP     PDF:  
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Availability of IAR, notice of AGM, no change statement, BEE certificate and proposed specific repurchase

NETCARE LIMITED
(Registration number 1996/008242/06)
JSE ordinary share code: NTC
ISIN: ZAE000011953
JSE preference share code: NTCP
ISIN: ZAE000081121
(“Netcare” or the “Company”)

AVAILABILITY OF THE ANNUAL INTEGRATED REPORT, DISTRIBUTION AND NOTICE OF ANNUAL GENERAL MEETING, NO
CHANGE STATEMENT, BEE ACT ANNUAL COMPLIANCE CERTIFICATE AND A PROPOSED SPECIFIC REPURCHASE OF
NETCARE ORDINARY SHARES

Availability of Annual Integrated Report, distribution and notice of Annual General Meeting and no change statement

Further to Netcare’s summarised audited group results for the year ended 30 September 2018 released on the Stock
Exchange News Service on Monday, 19 November 2018 (“Published Annual Results”), shareholders are advised that the
Netcare 2018 annual integrated report (“Annual Integrated Report”) is available on the Company's website,
http://www.netcare.co.za/Netcare-Investor-Relations/Reports/-Annual-reports. The notice of Annual General Meeting,
which forms part of the Annual Integrated Report, has been distributed to shareholders today, 14 December 2018.

The Annual Integrated Report contains no changes to the aforementioned Published Annual Results which includes the
external auditors’, Grant Thornton Johannesburg, unqualified audit opinion on the consolidated financial statements.

Notice is hereby given that the 22nd Annual General Meeting (“AGM”) of shareholders of the Company will be held on
Friday, 1 February 2019 at 10h00 in the Auditorium, Ground Floor, 76 Maude Street, (corner West Street), Sandton, 2196,
to transact the business as stated in the AGM notice forming part of the 2018 Integrated Annual Report.

BEE Act Annual Compliance Certificate

The Company's annual compliance report, prepared in terms of section 13 G(2) of the B-BBEE Amendment Act 46 of 2013,
has been published and is available on the Company's website (http://www.netcare.co.za/Netcare-Investor-
Relations/Governance/Netcare-B-BBEE-Certificate).

Specific Repurchase

1.   Introduction

     Shareholders are advised that Netcare intends proposing a specific repurchase of 18 937 084 Netcare ordinary shares
     from Netcare Hospital Group (Proprietary) Limited (“Netcare Hospital”), a wholly-owned subsidiary of Netcare (“the
     Specific Repurchase”), at the Company’s Annual General Meeting.

     The Specific Repurchase is subject to the provisions of the Memorandum of Incorporation of the Company, the
     Companies Act, No. 71 of 2008 (“the Companies Act”) and the JSE Limited (“JSE”) Listings Requirements, where
     applicable.

2.   Terms of the Specific Repurchase

     2.1. The Specific Repurchase will be effected through the repurchase of ordinary shares by the Company from Netcare
          Hospital as follows:

          -     18 937 084 Netcare ordinary shares at a price of R23.786453 per ordinary share, with a total value of R450
                446 066.71.

     2.2. The Specific Repurchase represents 1.29% of the Netcare ordinary shares in issue as at the date of the AGM
          notice.
     
     2.3. The Netcare ordinary shares to be repurchased in terms of the Specific Repurchase are reflected as treasury
          shares in the annual financial statements of Netcare. The Specific Repurchase will only be effected if the requisite
          majority of shareholders vote in favour thereof. Subsequent to the Specific Repurchase, application will be made
          to the JSE for the cancellation and delisting of the 18 937 084 ordinary shares.

     2.4. After the Specific Repurchase, 107 397 468 Netcare ordinary shares will be held as treasury shares.

3.   Impact of the Specific Repurchase on financial information

     The impact of the Specific Repurchase has been investigated and as the Specific Repurchase involves existing treasury
     shares, the board of directors can confirm that the implementation of the Specific Repurchase has no impact on the
     financial information of Netcare, other than reducing the issued share capital of the Company.

     Netcare’s issued ordinary shares will decrease by 18 937 084 ordinary shares.

Salient dates and times

The salient dates and times for the AGM and the Specific Repurchase are as follows:

                                                                                                                2018/2019
 Record date to be entitled to receive the notice of AGM                                               Friday, 7 December
 Last day to trade to be entitled to attend, participate and vote at the AGM                          Tuesday, 22 January
 Record date to be entitled to attend, participate and vote at the AGM                                 Friday, 25 January
 Form of proxy to be received by the transfer secretaries by 10h00 on                               Wednesday, 30 January
 AGM to be held at 10h00 in the Auditorium, Ground Floor, 76 Maude Street (corner West                 Friday, 1 February
 Street), Sandton, 2196 on
 Voting results of the AGM to be released on SENS on                                                   Friday, 1 February
 Cancellation and delisting of 18 937 084 ordinary shares on or about                                  Friday, 8 February

Notes:
1. All times indicated above are South African times.
2. These dates and times are subject to amendment. Any such amendment will be released on SENS.

Johannesburg
14 December 2018

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking

Date: 14/12/2018 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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