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Afrox / Ahealth / Bid Company - Joint Announcement From Afrox, Ahealth And Bid

Release Date: 08/11/2004 17:03:01      Code(s): AFX AHH
Afrox / Ahealth / Bid Company - Joint Announcement From Afrox, Ahealth And Bid  
Company 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               ("Bid Company")                               
ISIN: ZAE000030920                                                              
Afrox Healthcare Limited                                                        
(Incorporated in the Republic of                                                
South Africa)                                                                   
(Registration number:                                                           
Share code: AHH                                                                 
ISIN: ZAE000022059                                                              
APPLICATION SERVED ON THEM ON 14 OCTOBER 2004                                   
On 15 October 2004, Afrox, Ahealth and Bid Company published a joint            
announcement advising shareholders that JPF Dalmeyer and Wendy Counihan (the    
"Applicants") had served a court application on Afrox, Ahealth and Bid Company  
on 14 October 2004.  The relief sought by the Applicants is described in        
paragraph 1 below.  This court application was filed in the High Court of South 
Africa (Witwatersrand Local Division) under case number 2004/26016 (the         
On 26 October 2004, Afrox, Ahealth and Bid Company published a further joint    
announcement advising shareholders that Afrox, Ahealth and Bid Company had filed
notices of intention to oppose the Application.                                 
On 4 November 2004, the Court granted an order setting out a timetable for the  
hearing of the Application and setting out the procedure for serving the        
Application on shareholders of Ahealth.  This order reads as follows:           
"IN THE HIGH COURT OF SOUTH AFRICA                                              
(WITWATERSRAND LOCAL DIVISION)                                                  
     Case No: 04/26016                                                          
In the matter between:                                                          
JOHANNES PAULUS FRANCISCUS DALMEYER          1st Applicant                      
WENDY COUNIHAN                               2nd Applicant                      
AFROX HEALTHCARE LIMITED                     1st Respondent                     
BUSINESS VENTURE INVESTMENTS NUMBER 790                                         
(PTY) LIMITED                                2nd Respondent                     
AFRICAN OXYGEN LIMITED                       3rd Respondent                     
THE JSE SECURITIES EXCHANGE SOUTH AFRICA     4th Respondent                     
THE SECURITIES REGULATION PANEL              5th Respondent                     
HAVING read the documents filed of record and having considered the matter:     
IT IS ORDERED:                                                                  
1.   That the applicants intend to apply for relief as set out in Part A of     
their notice of motion, set out below:                                          
1.1  "Declaring that the scheme of arrangement in terms of section 311 of the   
Companies Act No. 61 of 1973, as amended, proposed by the 2nd Respondent,       
Business Venture Investments No. 790 (Pty) Limited ("Bidco") and its            
shareholders ("the scheme") sanctioned by this Court on 6 April 2004 under Case 
No. 04/989, pursuant to which Bidco was to have acquired all the shares in      
AHealth, has lapsed and is void and of no force or effect, as a result of the   
non-fulfilment of one of the conditions precedent to which the scheme was       
subject.  The condition precedent being that all and any approvals required from
the Competition Commission or the Tribunal established in terms of the          
Competition Act, 89 of 1998, as amended, for the implementation of the          
transaction as described in the scheme be obtained or waived by certain dates   
which dates could be extended from time to time until 30 September 2004.        
1.2  by virtue of the non-fulfilment of the aforegoing condition precedent, the 
scheme is hereby set aside as being void and of no force or effect.             
2.   In order to serve notice on all interested parties it is hereby ordered    
that this order be published as follows:                                        
2.1.1     on or before 8 November 2004 by Securities Exchange News Service      
2.1.2     on Tuesday, 9 November and Wednesday 10 November 2004 in each of The  
Business Day, The Star, The Cape Argus, The Natal Daily News, The East London   
Daily Despatch, The Eastern Province Herald, Die Beeld and Die Burger.          
3.   It is further ordered that copies of the applicants" notice of motion and  
founding papers shall lie for inspection during normal business hours at any    
time prior to the Court hearing for the relief sought in Part A (set out above) 
at the offices of the applicants" attorneys Webber Wentzel Bowens, 10 Fricker   
Road, Illovo Boulevard, Johannesburg (reference Mr Martin Versfeld and Mr       
Anthony Norton), and may be obtained free of charge on request during normal    
business hours from, the offices of the applicants" attorneys, Webber Wentzel   
Bowens, 10 Fricker Road, Illovo Boulevard, Johannesburg (reference Mr Martin    
Versfeld and Mr Anthony Norton).                                                
4.   In recognition of the urgency of the matter, the time periods for the      
exchange of affidavits shall be abridged in accordance with the following       
4.1.1     the respondents shall file their respective answering affidavits on or
before 15 November 2004.                                                        
4.1.2     any interested parties who may wish to oppose the relief sought by the
applicants, shall file their notices of intention to oppose by 15 November 2004.
4.1.3     the applicants shall file their replying affidavits (if any) to the   
respondent"s answering affidavits (if any), by 19 November 2004.                
4.1.4     any interested party who filed a notice of intention to oppose, must  
file its answering affidavit (if any), by 22 November 2004.                     
4.1.5     the applicants shall file their replying affidavit (if any) to the    
interested parties" answering affidavits (if any), by 25 November 2004.         
4.1.6     all the parties shall file their respective heads of argument on or   
before 26 November 2004.                                                        
4.1.7     the relief sought in terms of part A of the applicant"s notice of     
motion will be set down for hearing before the above Honourable Court during the
week of 29 November 2004.                                                       
BY THE COURT                                                                    
8 November 2004                                                                 
Sponsor to Afrox                                                                
Barnard Jacobs Mellet                                                           
Corporate Finance                                                               
Sponsor to Ahealth                                                              
Nedbank Capital                                                                 
Date: 08/11/2004 05:03:07 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             

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