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Netcare Limited | Annual Report 2009
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| Directors’ reportfor the year ended 30 September 2009 Your directors have pleasure in presenting their report on the activities of the Company and of the Group for the year ended 30 September 2009. Nature of business Netcare is an investment holding Company and through its subsidiaries, joint ventures and associates in South Africa and in the United Kingdom carries on business as a private hospital group, providing an extensive range of general and specialised medical care services. Ancillary healthcare businesses include primary, administration and logistical services. The nature of the business and operations is detailed on page 6. Financial results and review of operations The financial results of the Group are set out on page 133 of this report. The segment report is included in note 35 to the annual financial statements. A detailed review of the activities of the Group is contained in the Chief Financial Officer’s review on page 24 to page 29 and in the operational reviews on page 38 to page 63. Subsidiaries, associates and joint ventures Details of interests in subsidiaries, associates and joint ventures are shown on pages 210 to 215. Changes in holdings Changes to holdings in material subsidiaries, associates and joint ventures are as follows:
Changes in Group structure Changes in Group structure during the year are as follows:
Aggregate profits and losses of subsidiaries and joint ventures The aggregate profits and losses of subsidiaries and joint ventures attributable to the holding company, excluding dividends received are:
Share capital Authorised and issued The Company’s authorised share capital remained unchanged during the year. The Company issued four million shares (R31 million) during the year in terms of the Netcare Share Incentive Scheme. The Company repurchased 436 million shares during the year, in order to remove the cross-holding in the Group. The Company also repurchased and delisted 31 669 shares in terms of a specific repurchase of shares resulting from an odd lot offer. Further details of the authorised and issued share capital of the company are given in note 11 to the annual financial statements. Share incentive scheme Netcare Share Incentive Scheme Particulars relating to the Netcare Share Incentive Scheme are given in note 34 to the annual financial statements. Property, plant and equipment Capital expenditure incurred during the year amounted to R1 272 million (2008: R1 240 million; 2007: R1 291 million). Details of capital commitments are provided in note 30 to the annual financial statements. Capital reduction Details of the capital reductions paid for the year are:
Capital reductions are accounted for on the date of declaration. As a result, the final capital reduction of 22.0 cents per share declared on 19 November 2009 is not reflected in the annual financial statements for the year ended 30 September 2009. In compliance with the requirements of the JSE Limited, the following dates are applicable:
Capital reductions declared in respect of current year’s earnings are:
The estimated total cash flow of the final capital reduction of 22.0 cents per share, payable on 25 January 2010, is R314 million. This amount includes R35 million attributable to treasury shares. Preference dividends Details of the preference dividends paid for the year are:
Directors Resigned PG Nelson resigned as executive director with effect from 5 December 2008. On 20 July 2009, it was announced that IM Davis resigned as director effective 31 December 2009. Appointed VE Firman, who has been acting Chief Financial Officer of the Group since 5 December 2008, was appointed as Executive Director with effect from 12 February 2009. Further information The composition of the Board of directors is given on pages 14 and 15 of the annual report. The remuneration of Netcare’s directors is set out on pages 128 to 130. Events after balance sheet date Appointment of Company Secretary L Kok has been appointed as Group Company Secretary with effect from 1 December 2009. No further events which are material to the understanding of this report have occurred between the end of the reporting period and the date of this report. Auditors Grant Thornton continued in office as auditors of Netcare Limited. Company Secretary The Netcare Company Secretary as at the date of this report is J Wolpert. He will be retiring on 1 December 2009 and L Kok will be appointed on the same date. The business and postal addresses of the Company Secretary appear on the inside back cover. Going concern The directors have reviewed the Group’s budget and cash flow forecasts and have satisfied themselves that the Group is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements. On the basis of this review, the directors consider it appropriate to adopt the going concern basis in preparing the Group and Company’s annual financial statements. Special resolutions Netcare Limited
Subsidiaries The following special resolutions were passed by South African subsidiary companies:
The following special resolutions were passed by the General Healthcare Group of companies in the United Kingdom:
A register of special resolutions passed is available to members on request. There were no other special resolutions passed by subsidiary companies during the year under review that affects the understanding of the Company and its subsidiaries.
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