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AFROX/ BIDCO/ AHEALTH/ BRIMSTONE/ MVELAPHANDA - 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") Business Venture Investments No. 790 (Proprietary) Limited (Incorporated in the Republic of South Africa) (Registration number: 2003/002733/07) ("Bidco") Afrox Healthcare Limited (Incorporated in the Republic of South Africa) (Registration number: 1985/001313/06) 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") JOINT ANNOUNCEMENT BY AFROX, AHEALTH , BIDCO, BRIMSTONE AND MVELAPHANDA ON A REVISION TO THE DATES FOR THE COMPETITION TRIBUNAL HEARING Afrox, Ahealth and Bidco entered into a Merger and Co-Operation Agreement on 14 November 2003 ("the Merger Agreement"). 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. 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. Shareholders were advised in an announcement issued on 10 September 2004 that the Competition Tribunal hearings were scheduled to resume on 24 January 2005 and continue until 11 February 2005. Shareholders are now advised that in a pre-hearing meeting before the Competition Tribunal held on 25 January 2005, the Competition Tribunal set the matter down for hearing on 10 and 11 February 2005, as well as possibly 9 February 2005. Johannesburg 25 January 2005 Financial Adviser to Afrox Legal Adviser to Afrox JPMorgan Bowman Gilfillan Inc Financial Advisor to Bidco Competition Law Adviser to Afrox, Rothschild 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 and Brimstone Nedbank Capital Merchant Bank and Transactional Sponsor to Brimstone Rand Merchant Bank, a division of FirstRand Bank Limited, Corporate Finance Date: 26/01/2005 02:18:18 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
