Afrox/Bidco/Ahealth - Joint Announcement From Afrox, Ahealth And Bidco In
Respect Of A Court Application Served On Them On 14 October 2004
African Oxygen Limited Business Venture Investments No.
(Incorporated in the Republic of 790 (Proprietary) Limited
South Africa) (Incorporated in the Republic of
(Registration number South Africa)
1927/000089/06) (Registration number:
JSE Share code: AFX 2003/002733/07)
NSX Share code: AOX (`Bidco`)
ISIN: ZAE000030920
(`Afrox`)
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 IN RESPECT OF A COURT
APPLICATION SERVED ON THEM ON 14 OCTOBER 2004
On 15 October 2004, Afrox, Ahealth and Bidco published a joint announcement
advising shareholders that JPF Dalmeyer and Wendy Counihan (the `Applicants`)
had filed a court application against Afrox, Ahealth and Bidco on 14 October
2004 in the High Court of South Africa (Witwatersrand Local Division) (the
`Court`) under case number 2004/26016 (the `Application`).
In the Application, the Applicants sought an order declaring that the scheme of
arrangement in terms of section 311 of the Companies Act No. 61 of 1973 proposed
by Bidco between Ahealth and its shareholders (`the Scheme of Arrangement`),
pursuant to which Bidco is to acquire all the shares in AHealth, had lapsed, as
a result of the non-fulfilment of the condition precedent contained in clause
5.6 of the Scheme of Arrangement.
The Application was set down for hearing on Thursday, 2 December 2004.
Prior to the hearing of the Application, three further Ahealth shareholders
filed applications for leave to intervene in the Application. These further
Ahealth shareholders were Bridi (Pty) Ltd, Stratospheric Investments CC (`the
First and Second Interveners`) and Cornucopia (Pty) Ltd (`the Third
Intervener`). These intervening applications were also to be heard on Thursday,
2 December 2004.
Afrox, Ahealth and Bidco now wish to advise shareholders that the Application on
behalf of the Applicants and the intervening applications on behalf of the First
and Second Interveners have been settled and withdrawn. The Third Intervener
has also withdrawn its application for leave to intervene.
In addition, the Court granted the declaratory order sought by Afrox. The
declaratory order granted by the Court records:
1. that the Scheme of Arrangement has been validly extended to 31 December
2004; and
2. that, by agreement between Ahealth, Bidco and Afrox, the period for the
fulfilment of the condition in clause 5.6 of the Scheme of Arrangement may be
extended to a date after the final determination of whether the approval
required in terms of clause 5.6 of the Scheme of Arrangement is to be granted.
Shareholders are further advised that the Scheme of Arrangement remains subject
to all necessary approvals being given by the Competition Commission or
Competition Tribunal as is more fully referred to in clause 5.6 of the Scheme of
Arrangement.
Johannesburg
2 December 2004
Date: 02/12/2004 05:09:08 PM
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