Go Back Email this Link to a friend


African Oxygen Limited - Announcement By Afrox In Respect

Release Date: 08/04/2005 13:02:09      Code(s): AFX
African Oxygen Limited - ANNOUNCEMENT BY AFROX IN RESPECT                       
OF THE ACQUISITION BY BUSINESS VENTURE INVESTMENTS NO 790                       
(PROPRIETARY) LIMITED ("BIDCO") OF THE ENTIRE ISSUED                            
SHARE CAPITAL OF AFROX HEALTHCARE LIMITED ("AHEALTH") AND                       
IN RESPECT OF COURT APPLICATIONS FILED ON 11 AND 18 MARCH                       
2005                                                                            
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")                                                                       
ANNOUNCEMENT BY AFROX IN RESPECT OF THE ACQUISITION BY                          
BUSINESS VENTURE INVESTMENTS NO 790 (PROPRIETARY) LIMITED                       
("BIDCO") OF THE ENTIRE ISSUED SHARE CAPITAL OF AFROX                           
HEALTHCARE LIMITED ("AHEALTH") AND IN RESPECT OF COURT                          
APPLICATIONS FILED ON 11 AND 18 MARCH 2005                                      
1. Implementation of schemes of arrangement                                     
Shareholders were advised on 3 March 2005 that the two                          
schemes of arrangement (which are described below) had                          
become unconditional and would be implemented on the                            
dates set out in that announcement.                                             
1.2  The two schemes of arrangement (collectively "the                          
     Transaction") are:                                                         
     1.2.1 the scheme of arrangement in terms of section                        
     311 of the Companies Act, 61 of 1973, as amended                           
("the Act"), proposed by Bidco between Ahealth and                         
     its shareholders for the acquisition by Bidco of the                       
     entire issued share capital of Ahealth ("the                               
     Shareholder Scheme"); and                                                  
1.2.2 the scheme of arrangement in terms of section                        
     311 of the Act, proposed by Bidco between Ahealth                          
     and the participants in the Ahealth Share Option                           
     Scheme ("the Option Scheme Participants") in terms                         
of which options held by the Option Scheme                                 
     Participants over Ahealth shares would be cancelled                        
     against payment of consideration, through Ahealth,                         
     to the Option Scheme Participants ("the Employee                           
Scheme").                                                                  
1.3   Shareholders are advised that the Transaction has                         
      been implemented and that the operative date of the                       
      Transaction occurred on Tuesday, 22 March 2005.  On                       
the operative date Bidco became the registered                            
       holder of all of the issued shares of Ahealth, and                       
      Bidco paid Ahealth the consideration due in terms                         
      of the Shareholder Scheme and the Employee Scheme.                        
The listing of Ahealth shares on the JSE Securities                       
      Exchange South Africa was terminated on Wednesday,                        
      23 March 2005.                                                            
2. Litigation                                                                   
2.1 Shareholders are advised that:                                              
     On 11 March 2005 ORN European Merger Fund LP ("ORN")                       
filed a court application against various respondents,                          
including Afrox, Ahealth and Bidco, in the High Court                           
of South Africa (Witwatersrand Local Division) ("the                       
     Court") under case number 05/5489.  ORN seeks an                           
     order from the Court declaring that the Shareholder                        
     Scheme had lapsed and is of no further force or                            
effect as a result of the non-fulfilment of one of                         
     the conditions precedent to which the Shareholder                          
     Scheme was subject. The application has not yet been                       
     set down for hearing and is still pending before the                       
Court.                                                                     
2.2  On 18 March 2005 Cornucopia (Proprietary) Limited                          
     ("Cornucopia") filed a court application against                           
     various respondents, including Afrox, Ahealth and                          
Bidco, in the Court.  Cornucopia seeks a similar                           
     order from the Court declaring that the Shareholder                        
     Scheme had lapsed and is of no further force or                            
     effect.  This application has also not yet been set                        
down for hearing and accordingly is still pending                          
     before the Court.                                                          
2.3  Afrox is taking all steps necessary to defend the                          
     applications and shareholders will be advised of the                       
outcome of the applications.                                               
Johannesburg                                                                    
8 April 2005                                                                    
Financial Adviser to Afrox    Legal Adviser to Afrox                            
JPMorgan                      Bowman Gilfillan Inc                              
Sponsor to Afrox              Competition Law Adviser to                        
Barnard Jacobs Mellet         Afrox                                             
Corporate Finance             Edward Nathan (Pty) Ltd                           
Date: 08/04/2005 01:02:11 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
Email this JSE Sens Item to a Friend.

Send e-mail to
© 2017 SHARENET (PTY) Ltd, Cape Town, South Africa
Home     Terms & conditions    Privacy Policy
    Security Notice    Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.