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Results of the General Meeting of Afrox Shareholders
AFRICAN OXYGEN LIMITED LINDE PLC LINDE SOUTH AFRICA
(Incorporated in the Republic (Incorporated in the Republic PROPRIETARY LIMITED
of South Africa) of Ireland) (Incorporated in the Republic
(Registration number (Registration number 602527) of South Africa)
1927/000089/06) NYSE Share code: LIN (Registration Number
JSE Share code: AFX FSE Share code: LIN 2020/211363/ 07)
NSX Share code: AOX ISIN: IE00BZ12WP82
ISIN: ZAE000067120
("Afrox" or "the Company") ("Linde") ("Linde Offeror")
RESULTS OF THE GENERAL MEETING OF AFROX SHAREHOLDERS
Capitalised terms used above and elsewhere in this announcement that are not otherwise defined in
this announcement, bear the meaning ascribed to them in the combined circular to shareholders of
Afrox (“Afrox Shareholders”) dated, Wednesday, 11 November 2020 (“Circular”).
1. INTRODUCTION
Afrox Shareholders are advised that, at the General Meeting of the Afrox Shareholders held at
10:00 on Thursday, 10 December 2020, which was convened to consider inter alia the Scheme
Resolution and Delisting Resolution, all of the ordinary and special resolutions were approved by
the requisite majority of Afrox Shareholders present or represented by proxy and eligible to vote
thereon.
All resolutions proposed at the General Meeting, together with the detailed voting results are set
out below.
2. RESULTS OF VOTING AT THE GENERAL MEETING
Special Resolution Number 1 – Scheme Resolution: Approval of the Scheme in terms of
Sections 114(1) and 115(2)(a) of the Companies Act
Afrox Ordinary For Against Abstentions
Shares voted
88 692 953 99.99% 0.01% 0.00%
25.87%
Special Resolution Number 2 – Revocation of Scheme Resolution
Afrox Ordinary For Against Abstentions
Shares voted
88 692 423 99.99% 0.01% 0.00%
25.87%
Ordinary Resolution Number 1 – Delisting Resolution
Afrox Ordinary For Against Abstentions
Shares voted
88 692 953 99.96% 0.04% 0.00%
25.87%
Ordinary Resolution Number 2 – General authority for implementation
Afrox Ordinary For Against Abstentions
Shares voted
88 692 953 99.99% 0.01% 0.00%
25.87%
Notes:
- The percentage of Afrox Ordinary Shares voted indicated in the first column above is
calculated in relation to the total issued share capital of Afrox, being 342 852 910 Afrox
Ordinary Shares.
- The percentage of Afrox Ordinary Shares “for” and “against” each resolution indicated in the
second and third columns above is calculated in relation to the total number of Afrox Ordinary
Shares voted in respect of each resolution.
- The percentage of abstentions indicated in the last column above is calculated as a
percentage of the total issued share capital of Afrox, being 342 852 910 Afrox Ordinary
Shares.
- All percentages have been rounded to two decimal places.
3. UPDATE REGARDING THE SCHEME TRANSACTION
Although the Scheme Resolution was approved at the General Meeting as detailed above,
implementation of the Scheme Transaction remains subject to the fulfilment or waiver of the
remaining Scheme Conditions, namely:
3.1. the Afrox Board not having resolved or decided to withdraw the resolution approving the
Scheme Special Dividend and/or withhold any portion of the Scheme Special Dividend;
3.2. if any Person who voted against the Scheme Resolution applies to Court for a review of
the Scheme Resolution in terms of Section 115(3)(b) and Section 115(6) of the Companies
Act, either:
3.2.1. the Court having declined to grant leave to that Person for a review of the Scheme
Resolution; or
3.2.2. if leave for a review of the Scheme Resolution is granted by the Court, the Court
having declined to set aside the Scheme Resolution in accordance with Section
115(7) of the Companies Act;
3.3. the Takeover Panel having issued a compliance certificate to Afrox with respect to the
Scheme, in terms of Section 121(b) of the Companies Act; and
3.6 the Implementation Agreement is not terminated in accordance with its terms.
In the event that the Scheme Transaction becomes Operative, the Standby Offer Transaction will
not be implemented. Alternatively, if the Scheme Transaction does not become Operative and a
Standby Offer Trigger Event occurs and the Standby Offer becomes Operative, the Standby Offer
Transaction will be implemented.
A further announcement will be published in due course in which Afrox Shareholders will be
provided with an update with regard to inter alia the Scheme Conditions and the salient dates
and times in respect of the Scheme Transaction.
To obtain a thorough understanding of the Scheme Transaction, Afrox Shareholders are advised
to refer to the full terms and conditions pertaining thereto, as set out in the Circular.
Johannesburg
10 December 2020
Transaction Sponsor and JSE Sponsor to Afrox Financial advisor to Linde
One Capital Rand Merchant Bank
Legal advisor to Afrox Legal advisor to Linde
Edward Nathan Sonnenbergs Inc. t/a ENSafrica Bowman Gilfillan Inc.
Independent Expert to Afrox South African Transfer Secretaries to Afrox
Investec Bank Limited Computershare Investor Services Proprietary Limited
NSX Sponsor to Afrox Namibian Transfer Agent to Afrox
Cirrus Securities Proprietary Limited Transfer Secretaries (Pty) Ltd
THE LINDE OFFER, IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE
MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
TELEPHONICALLY OR ELECTRONICALLY) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITY OF THE NATIONAL SECURITIES EXCHANGES OF ANY JURISDICTION IN WHICH IT IS ILLEGAL
OR OTHERWISE UNLAWFUL FOR THE OFFER TO BE MADE OR ACCEPTED, INCLUDING (WITHOUT
LIMITATION) AUSTRALIA, CANADA, JAPAN AND THE UNITED STATES (ANY SUCH JURISDICTION, A
“RESTRICTED JURISDICTION”), AND THE LINDE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE,
MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN A RESTRICTED JURISDICTION.
ACCORDINGLY, NEITHER COPIES OF THE OFFER CIRCULAR NOR ANY RELATED DOCUMENTATION
ARE BEING OR MAY BE MAILED OR OTHERWISE DISTRIBUTED OR SENT IN OR INTO OR FROM A
RESTRICTED JURISDICTION, AND IF RECEIVED IN ANY RESTRICTED JURISDICTION, THE OFFER
CIRCULAR SHOULD BE TREATED AS BEING RECEIVED FOR INFORMATION PURPOSES ONLY.
Date: 10-12-2020 01:27:00
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