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AFX - African Oxygen Limited - Announcement relating to the Installation of

Release Date: 04/11/2011 13:28
Code(s): AFX
Wrap Text

AFX - African Oxygen Limited - Announcement relating to the Installation of a 200 ton per day GOX 6000 air separation plant by Afrox African Oxygen Limited (Incorporated in the Republic of South Africa) (Registration number: 1927/000089/06) ISIN: ZAE000067120 Share Code: AFX NSX Code: AOX ("Afrox" or "the Company") ANNOUNCEMENT RELATING TO THE INSTALLATION OF A 200 TON PER DAY GOX 6000 AIR SEPARATION PLANT BY AFROX 1. INTRODUCTION Shareholders are referred to the announcement by Afrox released on SENS on 4 January 2011 and published in the press on 5 January 2011, wherein the Company announced that it had entered into an agreement dated 22 December 2010 with Linde AG ("Linde"), its controlling shareholder, to acquire proprietary technology and equipment for a new GOX 6000 Air Separation Plant ("the GOX 6000 Plant") for a cash purchase consideration of approximately Euro 10.9 million (or c.R97 million)("the GOX 6000 Acquisition"). The GOX 6000 Acquisition represented the first phase of the project. Afrox has now commenced with the second phase of the project which entails the installation and integration of the GOX 6000 Plant at its Pretoria West facility ("the GOX 6000 Installation"). Afrox has concluded agreements with Linde, its controlling shareholder, in respect of the GOX 6000 Installation. The cash cost of the agreements concluded with Linde is approximately Euro 3.9 million (or c.R42.5 million). 2. TERMS OF THE GOX 6000 INSTALLATION The GOX 6000 Installation will take place between 2011 and 2013. The integration into product and service lines as well as the civil infrastructure will be undertaken internally by Afrox Technical and Engineering. It is estimated that the GOX 6000 Plant will be fully integrated within the existing Afrox operations in January 2013. 3. RATIONALE Afrox`s Merchant Gases business supports a well developed industrial packaged gases and extended product offering. This business contributes substantially to the overall profitability of the Company. The combined transaction, entailing the GOX 6000 Acquisition and the GOX 6000 Installation, will enable Afrox to substantially enhance its production facilities. This will ensure that the Company is well positioned to defend and grow Afrox`s market share and brand reputation in the Merchant Gases market. 4. SMALL RELATED PARTY TRANSACTION Linde currently owns 173,046,413 Afrox shares, comprising 50.47% of the share capital of Afrox including treasury shares (or 56.08% excluding treasury shares), and is thus the controlling shareholder of Afrox. Linde is therefore regarded as a related party to Afrox in terms of the Listings Requirements of the JSE Limited and accordingly written confirmation is required from an independent professional expert, confirming that the GOX 6000 Installation is fair to Afrox`s shareholders. Rand Merchant Bank (a division of FirstRand Bank Limited) and Bateman Engineering N.V. have been appointed as the joint independent experts ("Experts"). The Experts have confirmed that the terms of the GOX 6000 Installation are fair to the Afrox shareholders. The report of the Experts will be available for inspection at the registered office of Afrox for a period of 28 days from the date of this announcement. 5. PRO FORMA FINANCIAL EFFECTS OF THE GOX 6000 INSTALLATION The pro forma financial effects of the GOX 6000 Installation on Afrox`s earnings per share, headline earnings per share, net asset value per share and net tangible asset value per share for the six month period ended 30 June 2011 are not significant (i.e. are less than 3%), and have therefore not been disclosed. Johannesburg 4 November 2011 Joint independent expert and transaction sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Joint independent expert Bateman Engineering N.V. Sponsor One Capital Date: 04/11/2011 13:28:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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