SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private
Issuer Pursuant to
Rule 13a-16 or 15d -16 of the
Securities Exchange Act of 1934
Report on Form 6-K for the month of March 2005
The BOC Group plc
Chertsey Road, Windlesham,
Surrey GU20 6HJ
England
(Name and address of registrant's principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F __X__ Form 40-F _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes: |_| No: |X|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes: |_| No: |X|
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: |_| No: |X|
Enclosures:
1. A notification dated 1 March 2005 confirming there is no further
information requiring disclosure under Listing Rule 16.4 in
relation to the appointment of Kent Masters as a director of the
Company.
Page 1 of 11
2. A notification dated 3 March 2005 advising that the South African
Competition Tribunal has approved the disposal of Afrox
Healthcare Limited.
3. A notification dated 10 March 2005 advising of the sale by Ogier
Trustee Limited, as trustee of The BOC Group plc Employee Share
Trust (1995), of a total of 34,792 Ordinary shares in the Company
in which the directors have a technical interest.
4. A notification dated 16 March 2005 advising of the sale by Ogier
Trustee Limited, as trustee of The BOC Group plc Employee Share
Trust (1995), of a total of 11,453 Ordinary shares in the Company
in which the directors have a technical interest.
5. A notification dated 17 March 2005 advising of the sale by Ogier
Trustee Limited, as trustee of The BOC Group plc Employee Share
Trust (1995), of a total of 12,333 Ordinary shares in the Company
in which the directors have a technical interest.
6. A notification dated 24 March 2005 advising of the sale by Ogier
Trustee Limited, as trustee of The BOC Group plc Employee Share
Trust (1995), of a total of 4,485 Ordinary shares in the Company
in which the directors have a technical interest.
Page 2 of 11
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 1 MARCH 2005
AT 09.58 HRS UNDER REF: PRNUK-0103050957-3B1A
1 March 2005
THE BOC GROUP plc - KENT MASTERS
Further to the announcement made on 2 December 2004 that Kent Masters was
appointed to the board of The BOC Group plc as an executive director with effect
from 1 March 2005, it is confirmed that there is no further information to be
disclosed under the requirements of Listing Rule 16.4 in relation to his
appointment.
Page 3 of 11
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 3 MARCH 2005
AT 14.14 HRS UNDER REF: PRNUK-030351413-BB0D
The South African Competition Tribunal approves the disposal of
Afrox Healthcare Limited
Windlesham 3 March, 2005 - The South African Competition Tribunal has
conditionally approved the transaction whereby Afrox Healthcare Limited
(Ahealth) will be acquired by a consortium (Bidco) led by two black empowerment
groups. African Oxygen Limited (Afrox), which currently owns approximately 68%
of Ahealth has waived the requirement that this approval be given
unconditionally, as it is entitled to do under the Scheme of Arrangement
sanctioned to give effect to the transaction.
Afrox will therefore proceed with the disposal in accordance with the terms of
the Scheme and under this Ahealth shareholders will receive ZAR 14.99 per share
in cash on the basis of the anticipated timetable below. The total consideration
for the whole of Ahealth would be ZAR 3,417 million and the net asset value was
approximately ZAR 1.7 billion at the end of December 2004. The anticipated
timetable is that the listing of Ahealth shares on the Johannesburg Stock
Exchange will be suspended from 14 March and proceeds posted to former
shareholders on 22 March 2005.
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 that took place on 10 and 11 February 2005, and not to postpone the
hearing. The appeal is set down for hearing on 23 March 2005 and the review is
yet to be set down.
Afrox will retain a holding of approximately 20 per cent in the ordinary shares
of the Bidco consortium acquiring Ahealth and will also hold Bidco preference
shares. Bidco will be financed by a combination of share capital and loans from
a number of sources including Afrox.
The BOC Group currently holds an economic interest of approximately 38 per cent
in Ahealth through its 56 per cent interest in Afrox. As Afrox has a 68 per cent
controlling interest in Ahealth, this is consolidated as a subsidiary in the
accounts of The BOC Group. The effect on the BOC Group balance sheet of the
disposal will be to reduce net borrowings by some (pound)70 million. This arises
from the receipt of cash by Afrox and the elimination of net debt as a result of
deconsolidating its former subsidiary, Ahealth. In its financial year to 30
September 2004, The BOC Group consolidated operating profit of (pound)59.8
million from Ahealth, before deducting minority interests.
Afrox will in future account for earnings of Bidco on an equity basis, taking
its share of operating profit and net interest into its profit and loss account.
The BOC Group will continue to consolidate Afrox as a subsidiary and deduct a
minority charge after tax. The transaction is expected to dilute Group earnings
per share by approximately 1p in the year to September 2005 and by 2p in the
following year.
The announcement issued to the Johannesburg Stock Exchange by the parties to the
transaction is attached.For further information please contact:
Chris Marsay, Director, Investor Relations, The BOC Group
Tel. 01276 477222 (International +44 1276 477222)
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Page 4 of 11
Attachment to BOC press release dated 3 March 2005
--------------------------------------------------------------------------------
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
Page 5 of 11
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
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THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 10 MARCH 2005
AT 11.15 HRS UNDER REF: PRNUK-1003051115-97CD
10 March 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has today been notified of the disposal on 9
March 2005 of 34,792 Ordinary shares of 25p each in the Company at an exercise
price of 937p per share by Ogier Trustee Limited (the Trustee) as trustee of The
BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares
have been transferred, following exercise of options, to participants in the
Company's senior executive share option plans.
Following this disposal of 34,792 Ordinary shares, the Trustee now holds
5,397,423 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,397,423 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 7 of 11
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 16 MARCH 2005
AT 09.13 HRS UNDER REF: PRNUK-1603050911-1961
16 March 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has today been notified of the disposal on 9
March 2005 of 11,453 Ordinary shares of 25p each in the Company at an exercise
price of 914p per share by Ogier Trustee Limited (the Trustee) as trustee of The
BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares
have been transferred, following exercise of options, to participants in the
Company's senior executive share option plans.
Following this disposal of 11,453 Ordinary shares, the Trustee now holds
5,385,970 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,385,970 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 8 of 11
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 17 MARCH 2005
AT 16.30 HRS UNDER REF: PRNUK-1703051628-BF93
17 March 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has today been notified of the disposal on 9
March 2005 of 12,333 Ordinary shares of 25p each in the Company at an exercise
price of 965p per share by Ogier Trustee Limited (the Trustee) as trustee of The
BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares
have been transferred, following exercise of options, to participants in the
Company's senior executive share option plans.
Following this disposal of 12,333 Ordinary shares, the Trustee now holds
5,373,637 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,373,637 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 9 of 11
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 24 MARCH 2005
AT 16.16 HRS UNDER REF: PRNUK2403051615-81CD
24 March 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has today been notified of the disposal on 22
March 2005 of 4,485 Ordinary shares of 25p each in the Company at an exercise
price of 851p per share by Ogier Trustee Limited (the Trustee) as trustee of The
BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares
have been transferred, following exercise of options, to participants in the
Company's senior executive share option plans.
Following this disposal of 4,485 Ordinary shares, the Trustee now holds
5,369,152 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,369,152 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 10 of 11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant, The BOC Group plc, has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 1, 2005
By: /s/ Sarah Larkins
-----------------------------------
Name: Sarah Larkins
Title: Assistant Company Secretary
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