Wrap Text
Afrox / Bidco / Ahealth / Brimstone / Mvelaphanda - Joint Announcement
African Oxygen Limited Business Venture Investments
(Incorporated in the Republic of No. 790 (Proprietary) Limited
South Africa) (Incorporated in the Republic
(Registration number of South Africa)
1927/000089/06) (Registration number:
JSE Share code: AFX 2003/002733/07)
NSX Share code: AOX ("Bidco")
ISIN: ZAE000030920
("Afrox")
Afrox Healthcare Limited Brimstone Investment
(Incorporated in the Republic of Corporation Limited
South Africa) (Incorporated in the Republic
(Registration number: of South Africa)
1985/001313/06) (Registration number:
JSE Share code: AHH 1995/010442/06)
ISIN: ZAE000022059 Share Code: BRT
("Ahealth") 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 AND BIDCO (IN WHOM BRIMSTONE AND
MVELAPHANDA, THROUGH BUSINESS VENTURE INVESTMENTS NO.813 (PROPRIETARY) LIMITED,
AND OTHERS SHARE AN INTEREST) REGARDING THE FULFILMENT OF THE CONDITIONS
PRECEDENT TO, AND IMPLEMENTATION OF, THE ACQUISITION BY BIDCO OF THE ENTIRE
ISSUED SHARE CAPITAL OF AHEALTH ("THE TRANSACTION")
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 ("the Act"), between Ahealth and its
shareholders for the acquisition by Bidco of the entire issued share capital of
Ahealth ("the Shareholder Scheme"). While the Shareholder Scheme was sanctioned
by the High Court of South Africa on 6 April 2004, it remained subject to the
fulfilment of the condition that unconditional approval for the implementation
of the Transaction be obtained from the Competition Tribunal ("the Competition
Condition"). However, in terms of the Shareholder Scheme if the Competition
Tribunal approved the implementation of the Transaction with conditions, Afrox
could waive the requirement that the approval be given unconditionally.
Bidco also proposed a Scheme of Arrangement in terms of section 311 of the Act,
between Ahealth and the participants in the Ahealth Share Option Scheme ("the
Scheme Participants") in terms of which options held by the Scheme Participants
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 at the time it
was sanctioned it was still subject to the fulfilment of the condition that the
Shareholder Scheme was to become unconditional ("the Employee Scheme
Condition").
Further to the joint announcement dated 26 January 2005, Afrox, Ahealth and
Bidco are pleased to announce that the Competition Tribunal has conditionally
approved the Transaction. Shareholders and Scheme Participants are further
advised that Afrox, as it was entitled to do, has waived the requirement that
the approval of the Competition Tribunal is given without any conditions,
leading to the fulfilment of the Competition Condition and consequently the
Employee Scheme Condition. The Shareholder Scheme and the Employee Scheme have
accordingly become unconditional and will be implemented on the salient dates
set out below. A circular to Ahealth shareholders, including a form of surrender
and transfer, will be posted to Ahealth shareholders as set out below.
Salient dates
Last day to trade on The JSE
Securities Exchange South
Africa ("the JSE") for shareholders
to be eligible to receive the
scheme consideration Friday, 11 March 2005
Circular and surrender and transfer
form posted to certificated
shareholders Monday, 14 March 2005
Suspension of listing of Ahealth
shares on the JSE from
the commencement of trading on the JSE Monday, 14 March 2005
Scheme consideration record date,
being the date on which
shareholders must be recorded in
the register by 17:00 in
order to receive the scheme
consideration Friday, 18 March 2005
Operative date of the scheme Tuesday, 22 March 2005
Scheme consideration to be posted
to certificated scheme
participants (if documents of
title are received by the transfer
secretaries on or before the
scheme consideration record date) Tuesday, 22 March 2005
or
failing receipt of duly completed
surrender and transfer form
including documents of title on
or before the scheme
consideration record date, within
five business days of receipt
thereof by the transfer secretaries
Dematerialised scheme participants
to have their accounts held
at their CSDP or broker credited
and updated with the scheme
consideration, in terms of their
custody agreement with
their CSDP or broker Tuesday, 22 March 2005
Termination of the listing of the
shares of Ahealth on the JSE
from the commencement of
trading on the JSE Wednesday, 23 March 2005
Notes:
1. No dematerialisation or rematerialisation of shares may take place after
Friday, 11 March 2005.
2. All times referred to in this document are South African times (GMT + 2
hours).
Scheme Consideration
In terms of the Shareholder Scheme, the cash consideration to be received by all
Ahealth shareholders is to be escalated at an effective rate of 5.6% per annum
from 1 October 2003, being the effective date, to Tuesday, 22 March 2005 being
the operative date of the Shareholder Scheme. The total consideration payable
per Ahealth share is as follows:
Cash consideration R13.85
Escalation at an effective
rate of 5.6% per annum R1.14
Scheme consideration R14.99
Competition Appeal Court Appeal and Review
Shareholders are advised that an appeal and a review have been noted to the
Competition Appeal Court against a decision of the Competition Tribunal not to
permit intervention in the merger hearing which took place on 10 and 11 February
2005, and not to postpone such hearing. The appeal is set down for hearing on
23 March 2005. The review is yet to be set down.
Shareholders are further advised that the approval by the Competition Tribunal
of the Transaction is not affected by the noting of the appeal and review
relating to the intervention. In this regard, unless specifically suspended by
a court of competent authority, the Competition Tribunal approval of the
Transaction is of full force and effect and the Shareholder Scheme is capable of
implementation in accordance with its terms.
Should the appeal and/or review relating to the intervention succeed,
shareholders are advised that the Competition Appeal Court may remit the matter
to the Competition Tribunal for reconsideration, with the participation of the
appellants. In such circumstances, the Competition Tribunal may be required to
consider the transaction afresh, taking into account any submissions advanced by
the appellants. The Competition Tribunal would thereafter ultimately confirm
its conditional approval of the Transaction, approve the Transaction subject to
different conditions or prohibit the Transaction.
Johannesburg
3 March 2005
Financial Advisor to Bidco Legal Adviser to Afrox
Rothschild Bowman Gilfillan Inc
Financial Adviser to Afrox Competition Law Adviser to
JPMorgan Afrox, 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
Nedbank Capital
Date: 03/03/2005 03:11:52 PM Supplied by www.sharenet.co.za
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