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Afrox / Ahealth / Bidco - Joint Announcement On The Extension To The Date For

Release Date: 24/01/2005 13:03:55      Code(s): AFX AHH
Afrox / Ahealth / Bidco - Joint announcement on the extension to the date for   
                          the fulfillment of conditions precedent               
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")                                                                       
Afrox Healthcare Limited                                                        
(Incorporated in the Republic of                                                
South Africa)                                                                   
(Registration number: 1985/001313/06)                                           
Share code: AHH                                                                 
ISIN: ZAE000022059                                                              
("Ahealth")                                                                     
Business Venture Investments No. 790 (Proprietary) Limited                      
(Incorporated in the Republic of South Africa)                                  
(Registration number: 2003/002733/07)                                           
("Bidco")                                                                       
JOINT ANNOUNCEMENT BY AFROX, AHEALTH AND BIDCO ON THE EXTENSION TO THE DATE FOR 
THE FULFILLMENT OF CONDITIONS PRECEDENT                                         
1.   Afrox, Ahealth and Bidco entered into the Merger and Co-Operation Agreement
on 14 November 2003 ("the Merger Agreement").                              
2.   Pursuant to the terms of the Merger Agreement, Bidco proposed a Scheme of  
     Arrangement in terms of section 311 of the Companies Act, 61 of 1973, as   
     amended, between Ahealth and its shareholders for the acquisition by Bidco 
of all of the issued share capital of Ahealth ("the Shareholder Scheme").  
     The Shareholder Scheme has been sanctioned by the High Court of South      
     Africa but is still subject to the fulfillment of the condition that the   
     approval required from the Competition Tribunal for the implementation of  
the Shareholder Scheme is obtained ("the Competition Condition").          
3.   Bidco also proposed a Scheme of Arrangement in terms of section 311 of the 
     Companies Act, 61 of 1973, as amended, between Ahealth and the participants
     in the Ahealth Share Option Scheme (the "Scheme Participants") in terms of 
which options held by employees over Ahealth shares will be cancelled      
     against payment of the scheme consideration to the Scheme Participants     
     ("the Employee Scheme").  The Employee Scheme has been sanctioned by the   
     High Court of South Africa but is still subject to the fulfillment of the  
condition that the Shareholder Scheme has become unconditional (the        
     "Shareholder Scheme Condition").                                           
4.   Shareholders were advised in an announcement issued on 30 November 2004    
     that the Merger Agreement and the date for fulfillment of the Competition  
Condition and the Shareholder Scheme Condition had been extended from 31   
     December 2004 to 23 January 2005;                                          
5.   Shareholders were further advised in the announcement issued on 30 November
     2004, that Afrox, Ahealth and Bidco had agreed that if, on or before 23    
January 2005:                                                              
     5.1  ABSA Bank Limited consented, for the purposes of the guarantees issued
          by it for payment of the consideration due under the Shareholder      
          Scheme and the Employee Scheme ("the ABSA Guarantees"), to the        
extension of the date of 23 January 2005, referred to in paragraph 0  
          above, to 31 March 2005; and                                          
     5.2  Medi-Clinic Corporation Limited and Medi-Clinic Limited were released 
          by ABSA from all of their obligations to ABSA under the guarantees    
issued by Medi-Clinic Corporation Limited and Medi-Clinic Limited in  
          favor of ABSA, guaranteeing the repayment of all amounts paid by ABSA 
          under the ABSA Guarantees,                                            
          ("the Extension Conditions")                                          
then the date for fulfillment of the Competition Condition and the    
          Shareholder Scheme Condition would be extended to 31 March 2005.      
6.   Shareholders are advised that the Extension Conditions were fulfilled on 23
     January 2005.  Accordingly, the Merger Agreement and the date for          
fulfillment of the Competition Condition and the Shareholder Scheme        
     Condition have been extended to 31 March 2005.                             
7.   Shareholders will be informed as to the fulfillment of the Competition     
     Condition.                                                                 
Johannesburg                                                                    
24 January 2005                                                                 
Financial Adviser to Afrox              Legal Adviser to Afrox                  
JPMorgan                                Bowman Gilfillan Inc                    
Financial Advisor to Bidco              Competition Law Adviser to Afrox and    
NMR Rothschild                          Ahealth                                 
                                        Edward Nathan (Pty) Ltd                 
Sponsor to Afrox                                                                
Barnard Jacobs Mellet                   Legal Adviser to Bidco                  
Corporate Finance                       Hofmeyr Herbstein & Gihwala Inc         
                                        Edward Nathan (Pty) Ltd                 
Sponsor to Ahealth                                                              
Nedbank Capital                                                                 
Date: 24/01/2005 01:04:01 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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