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Afrox/ Ahealth/ Brimstone/ Mvelaphanda/ Bidco - Outcome of the hearing 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 THE OUTCOME OF THE HEARING BEFORE THE COMPETITION APPEAL COURT HELD ON 11 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 between Ahealth and its shareholders for the acquisition by Bidco of all of the issued share capital of Ahealth ("the Shareholder Scheme") has become unconditional. When implemented, the Shareholder Scheme will result in the acquisition by Bidco of the entire issued share capital of Ahealth ("the Transaction"). Shareholders were advised on 10 March 2005 of the application by Community Healthcare Holdings (Proprietary) Limited ("Community Healthcare") and Cornucopia (Proprietary) Limited ("Cornucopia") to the Competition Appeal Court for an order suspending the approval of the Competition Tribunal of the Transaction pending the determination of the appeal and reviews against: * the refusal of the application by Community Healthcare and Cornucopia for leave to intervene in the merger hearing in respect of the Transaction; * the refusal of the application by Community Healthcare and Cornucopia for a postponement of the merger hearing in respect of the Transaction; and * the decision approving the Transaction; ("the Application"). Shareholders were further advised that the hearing of that Application was set down for Friday, 11 March 2005. Shareholders are now advised that in the hearing held before the Competition Appeal Court on Friday, 11 March 2005 the Competition Appeal Court dismissed the Application with costs on the scale as between attorney and own client. Accordingly, the Shareholder Scheme will be implemented in accordance with its terms and on the dates and times advised to shareholders on 3 March 2005. Johannesburg 11 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: 11/03/2005 03:56:07 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
