| Fri 30 Jan 2004, 10:23 | | Salient dates in respect of the scheme of arrangem |
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Afhealth - Salient dates in respect of the scheme of arrangement proposed by
BIDCO between ahealth and its shareholders
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")
SALIENT DATES IN RESPECT OF THE SCHEME OF ARRANGEMENT PROPOSED BY BIDCO
BETWEEN AHEALTH AND ITS SHAREHOLDERS
1. Introduction
Shareholders of Ahealth are referred to the announcement dated 17 November
2003 regarding the offer by BIDCO to acquire the entire issued share capital
of Ahealth ("the Offer"), to be implemented by way of a scheme of arrangement
in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as
amended ("the Companies Act"), ("the scheme").
This announcement sets out the expected salient dates and times in relation to
the scheme.
2. Meetings to be held in regard to the scheme
A meeting of Ahealth shareholders recorded in the register of Ahealth at 17:00
on Monday, 23 February 2004 ("scheme members") will be held at Afrox House, 23
Webber Street, Selby, Johannesburg at 08:30 on Thursday, 26 February 2004
("the scheme meeting") to consider and to vote on the scheme.
3. Expected salient dates and times in relation to the scheme
2004
Last day to trade shares on the JSE Securities Exchange
South Africa ("JSE") in order to vote at the scheme
meeting on Monday, 16 February
Voting record date being the date on which shareholders
must be recorded in the register of Ahealth at 17:00
to vote at the scheme meeting on Monday, 23 February
Last day for receipt of proxies for the scheme meeting
by 08:30 (see note 3 below) on Tuesday, 24 February
Scheme meeting to be held at 08:30 on Thursday, 26 February
Special general meeting of Ahealth shareholders
at 09:30 on Thursday, 26 February
Results of scheme meeting published on SENS on Thursday, 26 February
Results of scheme meeting published in the press on Friday, 27 February
Report of chairman of scheme meeting available for
inspection on Monday, 8 March
Court hearing to sanction the scheme on Tuesday, 6 April
Fulfilment of conditions precedent anticipated to
be published on SENS on Tuesday, 6 April
Fulfilment of conditions precedent anticipated to be
published in the press on Wednesday, 7 April
Expected last day to trade on the JSE for shareholders
to be eligible to receive the scheme consideration on Wednesday, 7 April
Expected suspension of listing of Ahealth shares on
the JSE from the commencement of trading on the JSE on Thursday, 8 April
Scheme consideration record date, being the date on which
shareholders must be recorded in the register by 17:00 in
order to receive the scheme consideration on Friday, 16 April
Expected operative date of the scheme at the commencement
of trading on the JSE on Monday, 19 April
Scheme consideration expected to be posted to certificated
Scheme participants (if documents of title are received
by the transfer secretaries on or before the scheme
onsideration record date) on Monday, 19 April
OR
Failing receipt of documents of title on or before the scheme
consideration record date, within five business days of receipt
thereof by the transfer secretaries.
Dematerialised scheme participants expected to have their accounts
held at their CSDP or broker credited and updated with the
scheme consideration on Monday, 19 April
Expected termination of the listing of the shares of Ahealth on
the JSE from the commencement of trading on the JSE on Tuesday, 20 April
Notes:
1. The above dates and times are subject to change. Any such change will be
published on SENS and in the press.
2. Shareholders are advised that as trading in shares is settled within the
STRATE environment five business days following a trade, shareholders
acquiring shares after Monday, 16 February 2004 will not be eligible to vote
at the scheme meeting.
3. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairman of the scheme meeting by no
later than 10 minutes before the scheduled time for the commencement of the
scheme meeting.
4. No dematerialisation or rematerialisation of shares may take place after
Wednesday, 7 April 2004.
5. Should the scheme not become operative on or before 31 May 2004, and the
date for fulfilment of any condition precedent to which the scheme is subject
has not been extended, BIDCO will make an irrevocable conditional substitute
offer to shareholders recorded in the register at any time between the opening
and closing dates of the substitute offer. The terms and full details of the
substitute offer are set out in the documentation referred to in 4 below.
6. If the substitute offer becomes effective, shareholders will be advised of
the salient dates and times by notification on SENS and in the press.
7. All times referred to in this document are South African times (GMT + 2
hours).
4. Posting of documentation
A document containing full details of the scheme a and the substitute offer,
and including, among other things, the notice of the scheme meeting, will be
posted to shareholders on 30 January 2004.
Johannesburg
30 January 2004
Financial adviser to BIDCO
Rothschild
Legal adviser to BIDCO
Hofmeyr
Hofmeyr Herbstein & Gihala Inc.
Registration number 1997/001523/21
Independent adviser and transaction sponsor to Ahealth
Deutsche Securities
Member of the Deutsche Bank Group
Sponsor to Ahealth
Nedbank Corporate
Date: 30/01/2004 07:00:05 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
