Wrap Text
Finalisation Announcement in respect of the Scheme Transaction
AFRICAN OXYGEN LIMITED LINDE PLC LINDE SOUTH AFRICA
(Incorporated in the Republic (Incorporated in the Republic PROPRIETARY LIMITED
of South Africa) of Ireland) (Incorporated in the Republic
(Registration number (Registration number 602527) of South Africa)
1927/000089/06) NYSE Share code: LIN (Registration Number
JSE Share code: AFX FSE Share code: LIN 2020/211363/ 07)
NSX Share code: AOX ISIN: IE00BZ12WP82
ISIN: ZAE000067120
("Afrox" or "the Company") ("Linde") (“Linde Offeror”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME TRANSACTION
Capitalised terms used below and elsewhere in this announcement that are not otherwise defined in
this announcement, bear the meaning ascribed to them in the combined circular to shareholders of
Afrox (“Afrox Shareholders”), dated Wednesday, 11 November 2020 (“Circular”).
1. INTRODUCTION
Afrox Shareholders are referred to the Firm Intention Announcement published on SENS on
Friday, 16 October 2020, the Circular distributed to Afrox Shareholders on Wednesday,
11 November 2020, the Special Dividend announcement published on SENS on Tuesday,
8 December 2020 (“Special Dividend Announcement”) and the results of the General Meeting
announcement published on SENS on Thursday, 10 December 2020.
2. SCHEME TRANSACTION BECOMES OPERATIVE
The Company, Linde and the Linde Offeror are pleased to announce that:
• all the Scheme Conditions, set out in paragraph 4.2 of the Circular, have been fulfilled and/or
waived and, accordingly, the Scheme Transaction has become Operative; and
• therefore, the important dates and times applicable to the Scheme Special Dividend
according to which the Scheme Special Dividend will be paid, as set out in Special Dividend
Announcement, are final and confirmed in paragraph 3 of this announcement.
3. IMPORTANT DATES AND TIMES
Afrox Shareholders are referred to the table below setting out the important dates and times in
relation to the implementation of the Scheme Transaction, including the Scheme Special Dividend.
2021
Application for the Delisting of the Afrox Ordinary Shares expected to be Wednesday, 6
lodged with the JSE, on January
Last day to trade in order to be eligible to receive the Scheme Special Tuesday, 12
Dividend January
Scheme Last Day to Trade, being the last day to trade Afrox Ordinary Tuesday, 12
Shares on the JSE and NSX in order to be recorded in the Register to January
receive the Scheme Consideration
Suspension of listing and trading of Afrox Ordinary Shares on the JSE Wednesday, 13
and NSX expected to take place at the commencement of trade on January
Scheme Special Dividend Record Date to be recorded in the Register in Friday, 15
order to receive the Scheme Special Dividend expected to be on January
Scheme Consideration Record Date to be recorded in the Register in Friday, 15
order to receive the Scheme Consideration expected to be on January
Scheme Implementation Date expected to be on Monday, 18
January
Dematerialised Scheme Qualifying Afrox Shareholders expected to Monday, 18
have their accounts (held at their CSDP or Broker) credited with the January
Scheme Special Dividend amount, on or about
Dematerialised Scheme Participants expected to have their accounts Monday, 18
(held at their CSDP or Broker) credited with the Scheme Consideration, January
on or about
Certificated Scheme Qualifying Afrox Shareholders expected to have Monday, 18
their Scheme Special Dividend amount paid to them, if they have January
provided correct bank details to the Transfer Secretaries/Agent before
the Scheme Special Dividend Record Date, on or about
Certificated Scheme Participants expected to have their Scheme Monday, 18
Consideration amount paid to them by EFT, if (i) their Form of Surrender January
and Transfer and Documents of Title are received by the Transfer
Secretaries/Agent on or prior to 12:00 on the Scheme Consideration
Record Date and (ii) they have provided the correct bank details, on
Certificated Scheme Participants expected to have their Scheme After Monday, 18
Consideration amount paid to them by EFT, if (i) their Form of Surrender January
and Transfer and Documents of Title are received by the Transfer
Secretaries/Agent on or prior to 12:00 on the Scheme Consideration
Record Date and (ii) they have not provided bank details or have
provided incorrect bank details, approximately 5 Business Days after
updating their bank mandate data with the Transfer Secretaries/Agent
Termination of listing of Afrox Ordinary Shares on the JSE and NSX Tuesday, 19
expected to take place at the commencement of trade, on or about January
Notes:
1. No dematerialisation or rematerialisation of Afrox Ordinary Shares may take place from the
commencement of business on the Business Day following the Scheme Last Day to Trade. The
Scheme Last Day to Trade is Tuesday, 12 January 2021.
2. All times referred to in this announcement are references to South African Standard Time, on the basis
of a 24-hour clock (00:00 to 24:00).
To obtain a thorough understanding of the Scheme Transaction, Afrox Shareholders are advised
to refer to the full terms and conditions pertaining thereto, as set out in the Circular.
4. INDEPENDENT BOARD AND AFROX BOARD RESPONSIBILITY STATEMENT
The Independent Board and Afrox Board collectively and individually accept responsibility for the
information contained in this announcement which relates to Afrox and confirms that, to the best
of their knowledge and belief, such information which relates to Afrox is true and this
announcement does not omit anything likely to affect the importance of such information.
5. LINDE OFFEROR BOARD RESPONSIBILITY STATEMENT
The board of directors of Linde Offeror accepts responsibility for the information contained in this
announcement which relates to Linde Offeror and confirms that, to the best of its knowledge and
belief, such information which relates to Linde Offeror is true and this announcement does not
omit anything likely to affect the importance of such information.
Johannesburg
30 December 2020
Transaction Sponsor and JSE Sponsor to Afrox Financial advisor to Linde
One Capital Rand Merchant Bank
Legal advisor to Afrox Legal advisor to Linde
ENSafrica Bowman Gilfillan Inc.
Independent Expert to Afrox South African Transfer Secretaries to Afrox
Investec Bank Limited Computershare Investor Services Proprietary Limited
NSX Sponsor to Afrox Namibian Transfer Agent to Afrox
Cirrus Securities Proprietary Limited Transfer Secretaries (Pty) Ltd
Date: 30-12-2020 08:00:00
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.
Sharenet Sites 
