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Release Date: 30/09/2004 08:30:01 Code(s): AFX AHH
AFROX /BIDCO/AHEALTH - JOINT ANNOUNCEMENT FROM AFROX, AHEALTH AND BIDCO ON THE
EXTENSION TO THE DATE FOR THE FULFILMENT 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`)
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`)
JOINT ANNOUNCEMENT FROM AFROX, AHEALTH AND BIDCO ON THE EXTENSION TO THE DATE
FOR THE FULFILMENT OF CONDITIONS PRECEDENT
The Scheme of Arrangement in terms of section 311 of the Companies Act, 61 of
1973, as amended, proposed by Bidco between Ahealth and its shareholders for the
acquisition by Bidco of all of the issued share capital of Ahealth (`the
Shareholder Scheme`), is subject to the fulfilment of the condition that all
approvals required from the Competition Commission and the Competition Tribunal
for the implementation of the Shareholder Scheme are obtained (`the Competition
Condition`). If the approvals are obtained subject to any conditions, Afrox is
entitled to waive the requirement that any approval be obtained on an
unconditional basis.
The Scheme of Arrangement in terms of section 311 of the Companies Act, 61 of
1973, as amended, proposed by Bidco 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`),
is subject to the fulfilment of the condition, on or before 31 October 2004,
that the Shareholder Scheme has become unconditional (the `Shareholder Scheme
Condition`).
Shareholders were advised in an announcement on 28 July 2004 that the Merger and
Co-operation Agreement between Bidco, Ahealth and Afrox (`the Merger Agreement`)
and the date for fulfilment of the Competition Condition had been extended to 30
September 2004. Shareholders are now advised that Afrox, Ahealth and Bidco have
agreed to further extend the Merger Agreement and the date for fulfilment of the
Competition Condition in the Shareholder Scheme and of the Shareholder Scheme
Condition in the Employee Scheme to 31 December 2004.
Johannesburg
30 September 2004
Sponsor to Afrox
Barnard Jacobs Mellet
Corporate Finance
Sponsor to Ahealth
NEDBANK CAPITAL
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