Of Ahealth Shares
African Oxygen Limited Real Africa Holdings Limited
(Incorporated in the (Incorporated in the
Republic of South Africa) Republic of South Africa)
ISIN Code: ZAE000030920 ISIN Code:ZAE00008602
South African Share Code: AFX Share Code: RAH
Namibian Share Code: AOX
EXERCISE OF CALL OPTIONS IN RESPECT OF AHEALTH SHARES
Introduction
Further to the circular to Afrox shareholders issued on 12 August 1999
relating to the disposal by Afrox of certain of its healthcare interests
("Afrox Healthcare") to President Medical Investments Limited ("Presmed"),
now known as Afrox Healthcare Limited ("AHealth"), shareholders are advised
that RAH has exercised certain call options in respect of Ahealth shares.
Options Exercised
In terms of the call options RAH has acquired the following Ahealth shares
from Afrox on 18 January 2002:
9 637 428 shares at a price of 400 cents per AHealth share; and
11 504 224 shares at a price of 491 cents per AHealth share.
After exercising these options, RAH holds 14.8% of the issued share capital
in AHealth. RAH intends to exercise its final option to acquire a further 4
818 713 shares at a price of 400 cents per AHealth share between 3 September
2002 and 2 December 2002. This will result in RAH holding 17% of AHealth.
Rationale
RAH is committed to the health care sector and intends to strengthen its
relationship with AHealth, a leading provider of health care services in
South Africa.
Afrox welcomes the move by RAH, a leading empowerment company, which will
provide further opportunities to develop mutual interests.
Consideration
The consideration of approximately R95m will be settled in cash. The
proceeds will be used by Afrox to reduce its borrowings, providing increased
capacity for future growth opportunities.
Financial Effects
The financial effects of the transaction on Afrox based on
the audited financial statements for the year ended 30
September 2001 are:
Published Pro-forma Change
after the
options
Net asset value per share - 528 526 -0.3%
cents
Earnings per share - cents 113 104 -8.0%
Headline earnings per share - 104 100 -3.5%
cents
There is no effect on net tangible asset value per share.
The "Pro-forma after the options" financial information is based on the
options having being exercised on 1 October 2000 being in force for the full
financial year ended 30 September 2001, assuming the proceeds were used to
redeem borrowings resulting in a saving of interest costs, calculated at an
after tax rate of 7.9%, and after an exceptional loss on the disposal of the
shares of R17 million.
The financial effects on the net asset values and earnings of RAH are not
material. The after tax interest that would have been earned by RAH on the
cash consideration paid will be replaced by dividends to be received on the
Ahealth shares acquired.
Johannesburg
21 January 2002
Sponsor to Afrox
HSBC
Sponsor to RAH
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