|
African Oxygen Limited - ANNOUNCEMENT BY AFROX IN RESPECT
OF THE ACQUISITION BY BUSINESS VENTURE INVESTMENTS NO 790
(PROPRIETARY) LIMITED (`BIDCO`) OF THE ENTIRE ISSUED
SHARE CAPITAL OF AFROX HEALTHCARE LIMITED (`AHEALTH`) AND
IN RESPECT OF COURT APPLICATIONS FILED ON 11 AND 18 MARCH
2005
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`)
ANNOUNCEMENT BY AFROX IN RESPECT OF THE ACQUISITION BY
BUSINESS VENTURE INVESTMENTS NO 790 (PROPRIETARY) LIMITED
(`BIDCO`) OF THE ENTIRE ISSUED SHARE CAPITAL OF AFROX
HEALTHCARE LIMITED (`AHEALTH`) AND IN RESPECT OF COURT
APPLICATIONS FILED ON 11 AND 18 MARCH 2005
1. Implementation of schemes of arrangement
Shareholders were advised on 3 March 2005 that the two
schemes of arrangement (which are described below) had
become unconditional and would be implemented on the
dates set out in that announcement.
1.2 The two schemes of arrangement (collectively `the
Transaction`) are:
1.2.1 the scheme of arrangement in terms of section
311 of the Companies Act, 61 of 1973, as amended
(`the Act`), proposed by Bidco between Ahealth and
its shareholders for the acquisition by Bidco of the
entire issued share capital of Ahealth (`the
Shareholder Scheme`); and
1.2.2 the scheme of arrangement in terms of section
311 of the Act, proposed by Bidco between Ahealth
and the participants in the Ahealth Share Option
Scheme (`the Option Scheme Participants`) in terms
of which options held by the Option Scheme
Participants over Ahealth shares would be cancelled
against payment of consideration, through Ahealth,
to the Option Scheme Participants (`the Employee
Scheme`).
1.3 Shareholders are advised that the Transaction has
been implemented and that the operative date of the
Transaction occurred on Tuesday, 22 March 2005. On
the operative date Bidco became the registered
holder of all of the issued shares of Ahealth, and
Bidco paid Ahealth the consideration due in terms
of the Shareholder Scheme and the Employee Scheme.
The listing of Ahealth shares on the JSE Securities
Exchange South Africa was terminated on Wednesday,
23 March 2005.
2. Litigation
2.1 Shareholders are advised that:
On 11 March 2005 ORN European Merger Fund LP (`ORN`)
filed a court application against various respondents,
including Afrox, Ahealth and Bidco, in the High Court
of South Africa (Witwatersrand Local Division) (`the
Court`) under case number 05/5489. ORN seeks an
order from the Court declaring that the Shareholder
Scheme had lapsed and is of no further force or
effect as a result of the non-fulfilment of one of
the conditions precedent to which the Shareholder
Scheme was subject. The application has not yet been
set down for hearing and is still pending before the
Court.
2.2 On 18 March 2005 Cornucopia (Proprietary) Limited
(`Cornucopia`) filed a court application against
various respondents, including Afrox, Ahealth and
Bidco, in the Court. Cornucopia seeks a similar
order from the Court declaring that the Shareholder
Scheme had lapsed and is of no further force or
effect. This application has also not yet been set
down for hearing and accordingly is still pending
before the Court.
2.3 Afrox is taking all steps necessary to defend the
applications and shareholders will be advised of the
outcome of the applications.
Johannesburg
8 April 2005
Financial Adviser to Afrox Legal Adviser to Afrox
JPMorgan Bowman Gilfillan Inc
Sponsor to Afrox Competition Law Adviser to
Barnard Jacobs Mellet Afrox
Corporate Finance Edward Nathan (Pty) Ltd
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
