AFROX/ BIDCO/ AHEALTH/ BRIMSTONE/ MVELAPHANDA - JOINT ANNOUNCEMENT
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`)
Business Venture Investments No. 790 (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/002733/07)
(`Bidco`)
Afrox Healthcare Limited
(Incorporated in the Republic of
South Africa)
(Registration number: 1985/001313/06)
Share code: AHH
ISIN: ZAE000022059
(`Ahealth`)
Brimstone Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1995/010442/06)
Share Code: BRT
ISIN:ZAE000015277
Share Code: BRN
ISIN:ZAE000015285
(`Brimstone`)
Mvelaphanda Strategic Investments (Proprietary) Limited, a subsidiary of
Mvelaphanda Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1998/007485/07)
(`Mvelaphanda`)
JOINT ANNOUNCEMENT BY AFROX, AHEALTH , BIDCO, BRIMSTONE AND MVELAPHANDA ON A
REVISION TO THE DATES FOR THE COMPETITION TRIBUNAL HEARING
Afrox, Ahealth and Bidco entered into a Merger and Co-Operation Agreement on 14
November 2003 (`the Merger Agreement`).
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.
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.
Shareholders were advised in an announcement issued on 10 September 2004 that
the Competition Tribunal hearings were scheduled to resume on 24 January 2005
and continue until 11 February 2005.
Shareholders are now advised that in a pre-hearing meeting before the
Competition Tribunal held on 25 January 2005, the Competition Tribunal set the
matter down for hearing on 10 and 11 February 2005, as well as possibly 9
February 2005.
Johannesburg
25 January 2005
Financial Adviser to Afrox Legal Adviser to Afrox
JPMorgan Bowman Gilfillan Inc
Financial Advisor to Bidco Competition Law Adviser to Afrox,
Rothschild Ahealth and Bidco
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 and Brimstone
Nedbank Capital
Merchant Bank and Transactional
Sponsor to Brimstone
Rand Merchant Bank, a division of
FirstRand Bank Limited, Corporate
Finance
Date: 26/01/2005 02:18:18 PM
Produced by the JSE SENS Department