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

Release Date: 10/03/2005 15:54:04      Code(s): AFX BRN MVL ZAE000022059BRT AHH
Afrox / Ahealth / Brimstone / Mvelaphanda / Bidco - 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")                                                                       
Afrox Healthcare Limited                                                        
(Incorporated in the Republic of                                                
South Africa)                                                                   
(Registration number: 1985/001313/06)                                           
JSE 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")                                                                 
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, BIDCO, BRIMSTONE AND MVELAPHANDA IN       
RESPECT OF AN APPLICATION BY COMMUNITY HEALTHCARE HOLDINGS (PROPRIETARY) LIMITED
("COMMUNITY HEALTHCARE") AND CORNUCOPIA (PROPRIETARY) LIMITED ("CORNUCOPIA") TO 
REVIEW AND AN APPLICATION TO SUSPEND THE ORDER OF THE COMPETITION TRIBUNAL ON 2 
MARCH 2005                                                                      
As announced to shareholders on 3 March 2005, the Scheme of Arrangement proposed
by Bidco 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"), which, if           
implemented, will result in the acquisition by Bidco of the entire issued share 
capital of Ahealth ("the Transaction"), has become unconditional.               
Shareholders are now advised that Community Healthcare and Cornucopia have noted
a review to the Competition Appeal Court in respect of the decision of the      
Competition Tribunal on 2 March 2005 to approve, with conditions, the           
Transaction.  The review has not yet been set down for hearing.                 
Shareholders are further advised that Community Healthcare and Cornucopia have  
also applied to the Competition Appeal Court for the suspension of the following
decisions of the Competition Tribunal:                                          
-    the decisions of the Competition Tribunal on 8 February 2005 not to permit 
an intervention by Community Healthcare and Cornucopia in the merger hearing in 
respect of the Transaction which took place on 10 and 11 February 2005, and not 
to postpone such hearing; and                                                   
-    the decision of the Competition Tribunal on 2 March 2005 to approve the    
Transaction.                                                                    
The application for an order suspending the operation and execution of the above
decisions of the Competition Tribunal has been set down for hearing on Friday,  
11 March 2005.                                                                  
Shareholders are further advised that unless Cornucopia and Community Healthcare
are successful in their application, the Shareholder Scheme is capable of       
implementation in accordance with its terms.                                    
Johannesburg                                                                    
10 March 2005                                                                   
Financial Advisor to Bidco                Legal Adviser to Afrox                
Rothschild                                Bowman Gilfillan Inc                  
Financial Adviser to Afrox                Competition Law Adviser to Afrox,     
JPMorgan                                  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: 10/03/2005 03:54:09 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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