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African Oxygen Limited - Results Of The Scheme Meeting And General Meeting

Release Date: 06/06/2005 14:40:01      Code(s): AFX
African Oxygen Limited - Results Of The Scheme Meeting And General Meeting      
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" or "the company")                                                      
1.   INTRODUCTION                                                               
     Further to the announcements published on the Securities Exchange News     
     Service of the JSE Securities Exchange South Africa on Friday, 29 April    
2005 and in the press on Tuesday, 3 May 2005, Afrox shareholders are       
     advised that:                                                              
     1.1  the scheme of arrangement in terms of section 311 of the Companies    
          Act, 1973 (Act 61 of 1973), as amended, proposed by Afrox African     
Investments (Proprietary) Limited ("Subco"), a wholly-owned subsidiary
          of Afrox, between Afrox and its shareholders ("the scheme") has been  
          agreed to by shareholders representing 99.84% of the total number of  
          votes exercisable by shareholders present and voting in person or by  
proxy at the scheme meeting held on Monday, 6 June 2005; and          
     1.2  at the general meeting of Afrox shareholders held on Monday, 6 June   
          2005 ("the general meeting"), the requisite majorities of Afrox       
          shareholders approved:                                                
1.2.1     the special resolution required to amend the company"s      
                    articles of association to authorise the company to approve 
                    the acquisition of shares issued by it;                     
          1.2.2     the special resolution required to approve the company"s    
acquisition of shares issued by it upon the terms and       
                    subject to the conditions of the scheme;                    
          1.2.3     the special resolution required to approve the acquisition  
                    by Subco of shares in the company upon the terms and subject
to the conditions of the scheme; and                        
          1.2.4     the ordinary resolution required to authorise any director  
                    or the secretary of the company to give effect to the above 
                    special resolutions.                                        
The special resolutions that were passed at the general meeting will be    
     lodged with the Registrar of Companies ("the Registrar") for registration. 
     Subject to registration of the special resolutions by the Registrar,       
     application will be made to the High Court of South Africa (Witwatersrand  
Local Division) ("the Court") on Tuesday, 21 June 2005 at 10:00, or as soon
     thereafter as Counsel may be heard, for an order sanctioning the scheme.   
2.   CHAIRMAN"S REPORT                                                          
     Copies of the Chairman"s report to the Court will be available, on request,
for at least seven (7) calendar days before the date fixed by the Court for
     the Chairman to report back to it, namely Tuesday, 21 June 2005, during    
     normal business hours, from the registered office of Afrox, Afrox House, 23
     Webber Street, Selby, Johannesburg and from the offices of The Standard    
Bank of South Africa Limited, 3 Simmonds Street, Johannesburg.             
3.   FURTHER ANNOUNCEMENT                                                       
     A further announcement regarding the outcome of the application to the     
     Court and the salient dates and times relating to the implementation of the
scheme will be published in due course.                                    
6 June 2005                                                                     
Investment bank and transaction sponsor                                         
Standard Bank                                                                   
Bowman Gilfillan Inc.                                                           
Reporting accountants and auditors                                              
PricewaterhouseCoopers Inc.                                                     
Barnard Jacobs Mellet Corporate Finance                                         
Date: 06/06/2005 02:40:05 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             

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