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African Oxygen / Real Africa Holdings - Exercise Of Call Options In Respect

Release Date: 21/01/2002 08:48:08      Code(s): AFX RAH
Of Ahealth Shares
African Oxygen Limited                  Real Africa Holdings Limited
(Incorporated in the                    (Incorporated in the
Republic of South Africa)               Republic of South Africa)
ISIN Code: ZAE000030920                 ISIN Code:ZAE00008602
South African Share Code: AFX           Share Code: RAH
Namibian Share Code: AOX
EXERCISE OF CALL OPTIONS IN RESPECT OF AHEALTH SHARES
Introduction
Further  to  the  circular to Afrox shareholders issued on  12  August  1999
relating  to  the  disposal by Afrox of certain of its healthcare  interests
("Afrox  Healthcare") to President Medical Investments Limited  ("Presmed"),
now  known as Afrox Healthcare Limited ("AHealth"), shareholders are advised
that RAH has exercised certain call options in respect of Ahealth shares.
Options Exercised
In terms of the call options RAH has acquired the following Ahealth shares
from Afrox on 18 January 2002:
9 637 428 shares at a price of 400 cents per AHealth share; and
11 504 224 shares at a price of 491 cents per AHealth share.
After  exercising these options, RAH holds 14.8% of the issued share capital
in AHealth.  RAH intends to exercise its final option to acquire a further 4
818 713 shares at a price of 400 cents per AHealth share between 3 September
2002 and 2 December 2002.  This will result in RAH holding 17% of AHealth.
Rationale
RAH  is  committed to the health care sector and intends to  strengthen  its
relationship  with AHealth, a leading provider of health  care  services  in
South Africa.
Afrox  welcomes the move by RAH, a leading empowerment company,  which  will
provide further opportunities to develop mutual interests.
Consideration
The  consideration  of  approximately R95m will  be  settled  in  cash.  The
proceeds will be used by Afrox to reduce its borrowings, providing increased
capacity for future growth opportunities.
Financial Effects
The financial effects of the transaction on Afrox based on
the audited financial statements for the year ended 30
September 2001 are:
                                  Published       Pro-forma    Change
                                                  after the
                                                    options
Net asset value per share -             528             526     -0.3%
cents
Earnings per share - cents              113             104     -8.0%
Headline earnings per share -           104             100     -3.5%
cents
There is no effect on net tangible asset value per share.
The  "Pro-forma  after the options" financial information is  based  on  the
options having being exercised on 1 October 2000 being in force for the full
financial year ended 30 September 2001, assuming the proceeds were  used  to
redeem borrowings resulting in a saving of interest costs, calculated at  an
after tax rate of 7.9%, and after an exceptional loss on the disposal of the
shares of R17 million.
The  financial effects on the net asset values and earnings of RAH  are  not
material. The after tax interest that would have been earned by RAH  on  the
cash consideration paid will be replaced by dividends to be received on  the
Ahealth shares acquired.
Johannesburg
21 January 2002
Sponsor to Afrox
HSBC
Sponsor to RAH
Standard Corporate and Merchant Bank



                                        
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