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

Release Date: 03/03/2005 15:11:18      Code(s): AFX BRN AHH BRT
Afrox / Bidco / Ahealth / Brimstone / Mvelaphanda - Joint Announcement          
African Oxygen Limited            Business Venture Investments                  
(Incorporated in the Republic of  No. 790 (Proprietary) Limited                 
South Africa)                     (Incorporated in the Republic                 
(Registration number              of South Africa)                              
1927/000089/06)                   (Registration number:                         
JSE Share code: AFX               2003/002733/07)                               
NSX Share code: AOX               ("Bidco")                                     
 ISIN: ZAE000030920                                                             
("Afrox")                                                                       
Afrox Healthcare Limited          Brimstone Investment                          
(Incorporated in the Republic of  Corporation Limited                           
South Africa)                     (Incorporated in the Republic                 
(Registration number:             of South Africa)                              
1985/001313/06)                   (Registration number:                         
JSE Share code: AHH               1995/010442/06)                               
ISIN: ZAE000022059                Share Code: BRT                               
("Ahealth")                       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 AND BIDCO (IN WHOM BRIMSTONE AND           
MVELAPHANDA, THROUGH BUSINESS VENTURE INVESTMENTS NO.813 (PROPRIETARY) LIMITED, 
AND OTHERS SHARE AN INTEREST) REGARDING THE FULFILMENT OF THE CONDITIONS        
PRECEDENT TO, AND IMPLEMENTATION OF, THE ACQUISITION BY BIDCO OF THE ENTIRE     
ISSUED SHARE CAPITAL OF AHEALTH ("THE TRANSACTION")                             
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 ("the Act"), between Ahealth and its      
shareholders for the acquisition by Bidco of the entire issued share capital of 
Ahealth ("the Shareholder Scheme"). While the Shareholder Scheme was sanctioned 
by the High Court of South Africa on 6 April 2004, it remained subject to the   
fulfilment of the condition that unconditional approval for the implementation  
of the Transaction be obtained from the Competition Tribunal ("the Competition  
Condition"). However, in terms of the Shareholder Scheme if the Competition     
Tribunal approved the implementation of the Transaction with conditions, Afrox  
could waive the requirement that the approval be given unconditionally.         
Bidco also proposed a Scheme of Arrangement in terms of section 311 of the Act, 
between Ahealth and the participants in the Ahealth Share Option Scheme ("the   
Scheme Participants") in terms of which options held by the Scheme Participants 
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 at the time it 
was sanctioned it was still subject to the fulfilment of the condition that the 
Shareholder Scheme was to become unconditional ("the Employee Scheme            
Condition").                                                                    
Further to the joint announcement dated 26 January 2005, Afrox, Ahealth and     
Bidco are pleased to announce that the Competition Tribunal has conditionally   
approved the Transaction. Shareholders and Scheme Participants are further      
advised that Afrox, as it was entitled to do, has waived the requirement that   
the approval of the Competition Tribunal is given without any conditions,       
leading to the fulfilment of the Competition Condition and consequently the     
Employee Scheme Condition. The Shareholder Scheme and the Employee Scheme have  
accordingly become unconditional and will be implemented on the salient dates   
set out below. A circular to Ahealth shareholders, including a form of surrender
and transfer, will be posted to Ahealth shareholders as set out below.          
Salient dates                                                                   
Last day to trade on The JSE                                                    
Securities Exchange South                                                       
Africa ("the JSE") for shareholders                                             
to be eligible to receive the                                                   
scheme consideration                         Friday, 11 March 2005              
Circular and surrender and transfer                                             
 form posted to certificated                                                    
shareholders                                 Monday, 14 March 2005              
Suspension of listing of Ahealth                                                
shares on the JSE from                                                          
the commencement of trading on the JSE       Monday, 14 March 2005              
Scheme consideration record date,                                               
being the date on which                                                         
shareholders must be recorded in                                                
the register by 17:00 in                                                        
order to receive the scheme                                                     
consideration                                Friday, 18 March 2005              
Operative date of the scheme                 Tuesday, 22 March 2005             
Scheme consideration to be posted                                               
to certificated scheme                                                          
participants (if documents of                                                   
title are received by the transfer                                              
secretaries on or before the                                                    
scheme consideration record date)            Tuesday, 22 March 2005             
or                                                                              
failing receipt of duly completed                                               
 surrender and transfer form                                                    
including documents of title on                                                 
or before the scheme                                                            
consideration record date, within                                               
five business days of receipt                                                   
thereof by the transfer secretaries                                             
Dematerialised scheme participants                                              
to have their accounts held                                                     
at their CSDP or broker credited                                                
and updated with the scheme                                                     
consideration, in terms of their                                                
custody agreement with                                                          
their CSDP or broker                         Tuesday, 22 March 2005             
Termination of the listing of the                                               
shares of Ahealth on the JSE                                                    
from the commencement of                                                        
trading on the JSE                           Wednesday, 23 March 2005           
Notes:                                                                          
1. No dematerialisation or rematerialisation of shares may take place after     
Friday, 11 March 2005.                                                          
2. All times referred to in this document are South African times (GMT + 2      
hours).                                                                         
Scheme Consideration                                                            
In terms of the Shareholder Scheme, the cash consideration to be received by all
Ahealth shareholders is to be escalated at an effective rate of 5.6% per annum  
from 1 October 2003, being the effective date, to Tuesday, 22 March 2005 being  
the operative date of the Shareholder Scheme. The total consideration payable   
per Ahealth share is as follows:                                                
Cash consideration                  R13.85                                      
Escalation at an effective                                                      
rate of 5.6% per annum              R1.14                                       
Scheme consideration                R14.99                                      
Competition Appeal Court Appeal and Review                                      
Shareholders are advised that an appeal and a review have been noted to the     
Competition Appeal Court against a decision of the Competition Tribunal not to  
permit intervention in the merger hearing which took place on 10 and 11 February
2005, and not to postpone such hearing.  The appeal is set down for hearing on  
23 March 2005. The review is yet to be set down.                                
Shareholders are further advised that the approval by the Competition Tribunal  
of the Transaction is not affected by the noting of the appeal and review       
relating to the intervention.  In this regard, unless specifically suspended by 
a court of competent authority, the Competition Tribunal approval of the        
Transaction is of full force and effect and the Shareholder Scheme is capable of
implementation in accordance with its terms.                                    
Should the appeal and/or review relating to the intervention succeed,           
shareholders are advised that the Competition Appeal Court may remit the matter 
to the Competition Tribunal for reconsideration, with the participation of the  
appellants.  In such circumstances, the Competition Tribunal may be required to 
consider the transaction afresh, taking into account any submissions advanced by
the appellants.  The Competition Tribunal would thereafter ultimately confirm   
its conditional approval of the Transaction, approve the Transaction subject to 
different conditions or prohibit the Transaction.                               
Johannesburg                                                                    
3 March 2005                                                                    
Financial Advisor to Bidco       Legal Adviser to Afrox                         
Rothschild                       Bowman Gilfillan Inc                           
Financial Adviser to Afrox       Competition Law Adviser to                     
JPMorgan                         Afrox, 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                                                              
Nedbank Capital                                                                 
Date: 03/03/2005 03:11:52 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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