Afrox / Ahealth / Bidco - Joint announcement on the extension to the date for
the fulfillment of conditions precedent
African Oxygen Limited
(Incorporated in the Republic of South Africa)
(Registration number 1927/000089/06)
JSE Share code: AFX
NSX Share code: AOX
ISIN: ZAE000030920
(`Afrox`)
Afrox Healthcare Limited
(Incorporated in the Republic of
South Africa)
(Registration number: 1985/001313/06)
Share code: AHH
ISIN: ZAE000022059
(`Ahealth`)
Business Venture Investments No. 790 (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/002733/07)
(`Bidco`)
JOINT ANNOUNCEMENT BY AFROX, AHEALTH AND BIDCO ON THE EXTENSION TO THE DATE FOR
THE FULFILLMENT OF CONDITIONS PRECEDENT
1. Afrox, Ahealth and Bidco entered into the Merger and Co-Operation Agreement
on 14 November 2003 (`the Merger Agreement`).
2. Pursuant to the terms of the Merger Agreement, Bidco proposed a Scheme of
Arrangement in terms of section 311 of the Companies Act, 61 of 1973, as
amended, between Ahealth and its shareholders for the acquisition by Bidco
of all of the issued share capital of Ahealth (`the Shareholder Scheme`).
The Shareholder Scheme has been sanctioned by the High Court of South
Africa but is still subject to the fulfillment of the condition that the
approval required from the Competition Tribunal for the implementation of
the Shareholder Scheme is obtained (`the Competition Condition`).
3. Bidco also proposed a Scheme of Arrangement in terms of section 311 of the
Companies Act, 61 of 1973, as amended, between Ahealth and the participants
in the Ahealth Share Option Scheme (the `Scheme Participants`) in terms of
which options held by employees over Ahealth shares will be cancelled
against payment of the scheme consideration to the Scheme Participants
(`the Employee Scheme`). The Employee Scheme has been sanctioned by the
High Court of South Africa but is still subject to the fulfillment of the
condition that the Shareholder Scheme has become unconditional (the
`Shareholder Scheme Condition`).
4. Shareholders were advised in an announcement issued on 30 November 2004
that the Merger Agreement and the date for fulfillment of the Competition
Condition and the Shareholder Scheme Condition had been extended from 31
December 2004 to 23 January 2005;
5. Shareholders were further advised in the announcement issued on 30 November
2004, that Afrox, Ahealth and Bidco had agreed that if, on or before 23
January 2005:
5.1 ABSA Bank Limited consented, for the purposes of the guarantees issued
by it for payment of the consideration due under the Shareholder
Scheme and the Employee Scheme (`the ABSA Guarantees`), to the
extension of the date of 23 January 2005, referred to in paragraph 0
above, to 31 March 2005; and
5.2 Medi-Clinic Corporation Limited and Medi-Clinic Limited were released
by ABSA from all of their obligations to ABSA under the guarantees
issued by Medi-Clinic Corporation Limited and Medi-Clinic Limited in
favor of ABSA, guaranteeing the repayment of all amounts paid by ABSA
under the ABSA Guarantees,
(`the Extension Conditions`)
then the date for fulfillment of the Competition Condition and the
Shareholder Scheme Condition would be extended to 31 March 2005.
6. Shareholders are advised that the Extension Conditions were fulfilled on 23
January 2005. Accordingly, the Merger Agreement and the date for
fulfillment of the Competition Condition and the Shareholder Scheme
Condition have been extended to 31 March 2005.
7. Shareholders will be informed as to the fulfillment of the Competition
Condition.
Johannesburg
24 January 2005
Financial Adviser to Afrox Legal Adviser to Afrox
JPMorgan Bowman Gilfillan Inc
Financial Advisor to Bidco Competition Law Adviser to Afrox and
NMR Rothschild Ahealth
Edward Nathan (Pty) Ltd
Sponsor to Afrox
Barnard Jacobs Mellet Legal Adviser to Bidco
Corporate Finance Hofmeyr Herbstein & Gihwala Inc
Edward Nathan (Pty) Ltd
Sponsor to Ahealth
Nedbank Capital