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Afrox/ Ahealth/ Brimstone/ Mvelaphanda/ Bidco - Outcome of the hearing
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`)
Afrox Healthcare Limited
(Incorporated in the Republic of
South Africa)
(Registration number: 1985/001313/06)
JSE Share code: AHH
ISIN: ZAE000022059
(`Ahealth`)
Brimstone Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1995/010442/06)
Share Code: BRT
ISIN: ZAE000015277
Share Code: BRN
ISIN: ZAE000015285
(`Brimstone`)
Mvelaphanda Strategic Investments (Proprietary) Limited,
a subsidiary of Mvelaphanda Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1998/007485/07)
(`Mvelaphanda`)
Business Venture Investments No. 790 (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/002733/07)
(`Bidco`)
JOINT ANNOUNCEMENT BY AFROX, AHEALTH, BIDCO, BRIMSTONE AND MVELAPHANDA IN
RESPECT OF THE OUTCOME OF THE HEARING BEFORE THE COMPETITION APPEAL COURT HELD
ON 11 MARCH 2005
As announced to shareholders on 3 March 2005, the Scheme of Arrangement proposed
by Bidco in terms of section 311 of the Companies Act, 61 of 1973 between
Ahealth and its shareholders for the acquisition by Bidco of all of the issued
share capital of Ahealth (`the Shareholder Scheme`) has become unconditional.
When implemented, the Shareholder Scheme will result in the acquisition by Bidco
of the entire issued share capital of Ahealth (`the Transaction`).
Shareholders were advised on 10 March 2005 of the application by Community
Healthcare Holdings (Proprietary) Limited (`Community Healthcare`) and
Cornucopia (Proprietary) Limited (`Cornucopia`) to the Competition Appeal Court
for an order suspending the approval of the Competition Tribunal of the
Transaction pending the determination of the appeal and reviews against:
* the refusal of the application by Community Healthcare and Cornucopia for
leave to intervene in the merger hearing in respect of the Transaction;
* the refusal of the application by Community Healthcare and Cornucopia for
a postponement of the merger hearing in respect of the Transaction; and
* the decision approving the Transaction;
(`the Application`).
Shareholders were further advised that the hearing of that Application was set
down for Friday, 11 March 2005.
Shareholders are now advised that in the hearing held before the Competition
Appeal Court on Friday, 11 March 2005 the Competition Appeal Court dismissed the
Application with costs on the scale as between attorney and own client.
Accordingly, the Shareholder Scheme will be implemented in accordance with its
terms and on the dates and times advised to shareholders on 3 March 2005.
Johannesburg
11 March 2005
Financial Advisor to Bidco Legal Adviser to Afrox
Rothschild Bowman Gilfillan Inc
Financial Adviser to Afrox Competition Law Adviser to Afrox,
JPMorgan Ahealth and Bidco
Edward Nathan (Pty) Ltd
Sponsor to Afrox
Barnard Jacobs Mellet Legal Adviser to Bidco
Corporate Finance Hofmeyr Herbstein & Gihwala Inc
Edward Nathan (Pty) Ltd
Sponsor to Ahealth
Nedbank Capital
Date: 11/03/2005 03:56:07 PM
Produced by the JSE SENS Department
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