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AFROX HEALTHCARE LIMITED - RESULTS OF THE SCHEME AND GENERAL MEETINGS
AFROX HEALTHCARE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1985/001313/06)
Share code AHH ISIN ZAE000022059
("Ahealth" or "the Company")
Business Venture Investments No.
790 (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/002733/07)
("BIDCO")
RESULTS OF THE SCHEME AND GENERAL MEETINGS
1. Results of the scheme meeting and general meeting
Shareholders of Ahealth are referred to the announcement dated 30 January
2004 regarding the scheme of arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act"), ("the
scheme"), proposed between Ahealth and its shareholders, and are advised that:
- at the scheme meeting held today, the scheme was approved, 98% of shareholders
present and entitled to vote, voted in favour of the resolution; and
- at the general meeting of Ahealth held today, the resolution authorising the
making of the incentive, retention and other payments to be made to Cecil
Michael Douglas Flemming, an executive director of Ahealth, on the terms and
conditions proposed by the directors of the Company, was approved by the
requisite majority.
2. Conditions precedent
The implementation of the scheme is still subject to certain conditions
precedent, including that:
- the scheme is sanctioned by the High Court ("the Court");
- a certified copy of the Order of Court sanctioning the scheme is duly
registered by the Registrar of Companies in terms of the Companies Act;
- Afrox in general meeting approves the disposal by Afrox of its interest in
Ahealth pursuant to the terms of the Merger and Co-operation Agreement; and
- all and any approvals required from the Competition Commission or Tribunal
in terms of the Competition Act, 89 of 1998, for the implementation of the
transaction are duly obtained.
3. Further announcement
A further announcement regarding the fulfillment of the remaining conditions
precedent and salient dates will be made in due course.
Johannesburg
26 February 2004
Financial adviser to BIDCO
ROTHSCHILD
Independent adviser and transaction sponsor to Ahealth
Deutsche Securities
Member of the Deutsche Bank Group
Legal adviser to BIDCO
Hofmeyr Herbstein & Gihwala Inc.
(Registration number 1997/001523/21)
Sponsor to Ahealth
NEDBANK
CORPORATE
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