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Afrox/ Bidco/ Ahealth/ Brimstone/ Mvelaphanda - Joint Announcement

Release Date: 26/01/2005 14:18:05      Code(s): AFX BRN AHH BRT
AFROX/ BIDCO/ AHEALTH/ BRIMSTONE/ MVELAPHANDA - JOINT ANNOUNCEMENT              
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")                                                                       
Business Venture Investments No. 790 (Proprietary) Limited                      
(Incorporated in the Republic of South Africa)                                  
(Registration number: 2003/002733/07)                                           
("Bidco")                                                                       
Afrox Healthcare Limited                                                        
(Incorporated in the Republic of                                                
South Africa)                                                                   
(Registration number: 1985/001313/06)                                           
Share code: AHH                                                                 
ISIN: ZAE000022059                                                              
("Ahealth")                                                                     
Brimstone Investment Corporation Limited                                        
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1995/010442/06)                                           
Share Code: BRT                                                                 
ISIN:ZAE000015277                                                               
Share Code: BRN                                                                 
ISIN:ZAE000015285                                                               
("Brimstone")                                                                   
Mvelaphanda Strategic Investments (Proprietary) Limited, a subsidiary of        
Mvelaphanda Group Limited                                                       
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1998/007485/07)                                           
("Mvelaphanda")                                                                 
JOINT ANNOUNCEMENT BY AFROX, AHEALTH , BIDCO, BRIMSTONE AND MVELAPHANDA ON A    
REVISION TO THE DATES FOR THE COMPETITION TRIBUNAL HEARING                      
Afrox, Ahealth and Bidco entered into a Merger and Co-Operation Agreement on 14 
November 2003 ("the Merger Agreement").                                         
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.                                                                    
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.                                                       
Shareholders were advised in an announcement issued on 10 September 2004 that   
the Competition Tribunal hearings were scheduled to resume on 24 January 2005   
and continue until 11 February 2005.                                            
Shareholders are now advised that in a pre-hearing meeting before the           
Competition Tribunal held on 25 January 2005, the Competition Tribunal set the  
matter down for hearing on 10 and 11 February 2005, as well as possibly 9       
February 2005.                                                                  
Johannesburg                                                                    
25 January 2005                                                                 
Financial Adviser to Afrox             Legal Adviser to Afrox                   
JPMorgan                               Bowman Gilfillan Inc                     
Financial Advisor to Bidco             Competition Law Adviser to Afrox,        
Rothschild                             Ahealth and Bidco                        
                                       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 and Brimstone                                                
Nedbank Capital                                                                 
Merchant Bank and Transactional                                                 
Sponsor to Brimstone                                                            
Rand Merchant Bank, a division of                                               
FirstRand Bank Limited, Corporate                                               
Finance                                                                         
Date: 26/01/2005 02:18:18 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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