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")
Afrox Healthcare Limited
(Incorporated in the Republic of
Share code: AHH
JOINT ANNOUNCEMENT FROM AFROX, AHEALTH AND BID COMPANY IN RESPECT OF A COURT
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
Sponsor to Ahealth
Date: 08/11/2004 05:03:07 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department