| Mon 6 Jun 2005, 15:04 | | Results Of The Scheme Meeting And General Meeting |
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African Oxygen Limited - Results Of The Scheme Meeting And General Meeting
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` or `the company`)
RESULTS OF THE SCHEME MEETING AND GENERAL MEETING
1. INTRODUCTION
Further to the announcements published on the Securities Exchange News
Service of the JSE Securities Exchange South Africa on Friday, 29 April
2005 and in the press on Tuesday, 3 May 2005, Afrox shareholders are
advised that:
1.1 the scheme of arrangement in terms of section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended, proposed by Afrox African
Investments (Proprietary) Limited (`Subco`), a wholly-owned subsidiary
of Afrox, between Afrox and its shareholders (`the scheme`) has been
agreed to by shareholders representing 99.84% of the total number of
votes exercisable by shareholders present and voting in person or by
proxy at the scheme meeting held on Monday, 6 June 2005; and
1.2 at the general meeting of Afrox shareholders held on Monday, 6 June
2005 (`the general meeting`), the requisite majorities of Afrox
shareholders approved:
1.2.1 the special resolution required to amend the company`s
articles of association to authorise the company to approve
the acquisition of shares issued by it;
1.2.2 the special resolution required to approve the company`s
acquisition of shares issued by it upon the terms and
subject to the conditions of the scheme;
1.2.3 the special resolution required to approve the acquisition
by Subco of shares in the company upon the terms and subject
to the conditions of the scheme; and
1.2.4 the ordinary resolution required to authorise any director
or the secretary of the company to give effect to the above
special resolutions.
The special resolutions that were passed at the general meeting will be
lodged with the Registrar of Companies (`the Registrar`) for registration.
Subject to registration of the special resolutions by the Registrar,
application will be made to the High Court of South Africa (Witwatersrand
Local Division) (`the Court`) on Tuesday, 21 June 2005 at 10:00, or as soon
thereafter as Counsel may be heard, for an order sanctioning the scheme.
2. CHAIRMAN`S REPORT
Copies of the Chairman`s report to the Court will be available, on request,
for at least seven (7) calendar days before the date fixed by the Court for
the Chairman to report back to it, namely Tuesday, 21 June 2005, during
normal business hours, from the registered office of Afrox, Afrox House, 23
Webber Street, Selby, Johannesburg and from the offices of The Standard
Bank of South Africa Limited, 3 Simmonds Street, Johannesburg.
3. FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the
Court and the salient dates and times relating to the implementation of the
scheme will be published in due course.
Johannesburg
6 June 2005
Investment bank and transaction sponsor
Standard Bank
Attorneys
Bowman Gilfillan Inc.
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Sponsor
Barnard Jacobs Mellet Corporate Finance
