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Afrox / Ahealth / Bidco - Joint announcement on the extension to the date for

Release Date: 24/01/2005 13:03
Code(s): AFX AHH
Wrap Text

Afrox / Ahealth / Bidco - Joint announcement on the extension to the date for the fulfillment of conditions precedent 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) Share code: AHH ISIN: ZAE000022059 ("Ahealth") 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 AND BIDCO ON THE EXTENSION TO THE DATE FOR THE FULFILLMENT OF CONDITIONS PRECEDENT 1. Afrox, Ahealth and Bidco entered into the Merger and Co-Operation Agreement on 14 November 2003 ("the Merger Agreement"). 2. 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, between Ahealth and its shareholders for the acquisition by Bidco of all of the issued share capital of Ahealth ("the Shareholder Scheme"). The Shareholder Scheme has been sanctioned by the High Court of South Africa but is still subject to the fulfillment of the condition that the approval required from the Competition Tribunal for the implementation of the Shareholder Scheme is obtained ("the Competition Condition"). 3. Bidco also proposed a Scheme of Arrangement in terms of section 311 of the Companies Act, 61 of 1973, as amended, between Ahealth and the participants in the Ahealth Share Option Scheme (the "Scheme Participants") in terms of which options held by employees 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 is still subject to the fulfillment of the condition that the Shareholder Scheme has become unconditional (the "Shareholder Scheme Condition"). 4. Shareholders were advised in an announcement issued on 30 November 2004 that the Merger Agreement and the date for fulfillment of the Competition Condition and the Shareholder Scheme Condition had been extended from 31 December 2004 to 23 January 2005; 5. Shareholders were further advised in the announcement issued on 30 November 2004, that Afrox, Ahealth and Bidco had agreed that if, on or before 23 January 2005: 5.1 ABSA Bank Limited consented, for the purposes of the guarantees issued by it for payment of the consideration due under the Shareholder Scheme and the Employee Scheme ("the ABSA Guarantees"), to the extension of the date of 23 January 2005, referred to in paragraph 0 above, to 31 March 2005; and 5.2 Medi-Clinic Corporation Limited and Medi-Clinic Limited were released by ABSA from all of their obligations to ABSA under the guarantees issued by Medi-Clinic Corporation Limited and Medi-Clinic Limited in favor of ABSA, guaranteeing the repayment of all amounts paid by ABSA under the ABSA Guarantees, ("the Extension Conditions") then the date for fulfillment of the Competition Condition and the Shareholder Scheme Condition would be extended to 31 March 2005. 6. Shareholders are advised that the Extension Conditions were fulfilled on 23 January 2005. Accordingly, the Merger Agreement and the date for fulfillment of the Competition Condition and the Shareholder Scheme Condition have been extended to 31 March 2005. 7. Shareholders will be informed as to the fulfillment of the Competition Condition. Johannesburg 24 January 2005 Financial Adviser to Afrox Legal Adviser to Afrox JPMorgan Bowman Gilfillan Inc Financial Advisor to Bidco Competition Law Adviser to Afrox and NMR Rothschild Ahealth 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: 24/01/2005 01:04:01 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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