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Afrox / Ahealth / Brimstone / Mvelaphanda / Bidco - 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") Afrox Healthcare Limited (Incorporated in the Republic of South Africa) (Registration number: 1985/001313/06) JSE 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") 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, BIDCO, BRIMSTONE AND MVELAPHANDA IN RESPECT OF AN APPLICATION BY COMMUNITY HEALTHCARE HOLDINGS (PROPRIETARY) LIMITED ("COMMUNITY HEALTHCARE") AND CORNUCOPIA (PROPRIETARY) LIMITED ("CORNUCOPIA") TO REVIEW AND AN APPLICATION TO SUSPEND THE ORDER OF THE COMPETITION TRIBUNAL ON 2 MARCH 2005 As announced to shareholders on 3 March 2005, the Scheme of Arrangement proposed by Bidco 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"), which, if implemented, will result in the acquisition by Bidco of the entire issued share capital of Ahealth ("the Transaction"), has become unconditional. Shareholders are now advised that Community Healthcare and Cornucopia have noted a review to the Competition Appeal Court in respect of the decision of the Competition Tribunal on 2 March 2005 to approve, with conditions, the Transaction. The review has not yet been set down for hearing. Shareholders are further advised that Community Healthcare and Cornucopia have also applied to the Competition Appeal Court for the suspension of the following decisions of the Competition Tribunal: - the decisions of the Competition Tribunal on 8 February 2005 not to permit an intervention by Community Healthcare and Cornucopia in the merger hearing in respect of the Transaction which took place on 10 and 11 February 2005, and not to postpone such hearing; and - the decision of the Competition Tribunal on 2 March 2005 to approve the Transaction. The application for an order suspending the operation and execution of the above decisions of the Competition Tribunal has been set down for hearing on Friday, 11 March 2005. Shareholders are further advised that unless Cornucopia and Community Healthcare are successful in their application, the Shareholder Scheme is capable of implementation in accordance with its terms. Johannesburg 10 March 2005 Financial Advisor to Bidco Legal Adviser to Afrox Rothschild Bowman Gilfillan Inc Financial Adviser to Afrox Competition Law Adviser to Afrox, JPMorgan 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: 10/03/2005 03:54:09 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
