THE BIDVEST GROUP LIMITED - Proposed Acquisition of up to 34.5% of Adcock Ingram Holdings Limited.

Proposed Acquisition of up to 34.5% of Adcock Ingram Holdings Limited.

The Bidvest Group Limited                              

Incorporated in the Republic of South Africa                   

(Registration number 1946/021180/06)

Share Code: BVT ISIN: ZAE000117321                 

(“Bidvest”)                                          





Community Investment Holdings Proprietary Limited

Incorporated in the Republic of South Africa

(Registration number 1995/007296/07)

(“CIH”)





Proposed acquisition of up to 34.5% of Adcock Ingram Holdings Limited ("Adcock")





1. Introduction



   Adcock shareholders are hereby advised that Bidvest, acting on behalf of a consortium (“the

   Consortium”) comprising Bidvest and CIH, hereby makes a cash offer (“the Offer”) to acquire up

   to 34.5% of the issued ordinary shares in Adcock (excluding treasury shares). Bidvest currently

   owns approximately 4% of the issued ordinary shares in Adcock (excluding treasury shares).



2. The Consortium’s Empowerment Credentials



   CIH was established in 1995 by Dr Anna Mokgokong and Joe Madungandaba. It is the largest fully

   compliant BEE company operating in South Africa’s pharmaceutical sector. The company is 100%

   black-owned, with operations in South Africa and sub-Saharan Africa, has a proven track record

   and holds significant interests in the Healthcare, Technology & Telecommunication, Logistics,

   Mining and Power and Energy sectors.



   Bidvest is a Level 3 contributor and since the formation of the Bidvest/Dinatla (Bidvest’s BEE

   shareholders) relationship in 2003, value in excess of R3 billion has been delivered to Dinatla

   stakeholders. Bidvest’s aforementioned empowerment credentials, together with the

   participation of CIH in the Consortium will significantly add to the total BEE participation in

   Adcock.



3. Rationale for Acceptance of the Offer



   The Offer is open for acceptance immediately. On acceptance of the Offer, Adcock shareholders

   participating in the Offer will immediately receive an upfront cash consideration of R70.00 per

   Adcock ordinary share.



   The Offer is a significant direct investment by the Consortium of approximately R4 billion and will

   be funded by way of the Consortium’s own available cash resources. In addition to its ease of

   implementation and transaction cost efficiency from both an Adcock shareholder and Consortium

   perspective, the Offer is unconditional. In order to ensure participation in the Offer, Adcock

   shareholders need to tender their acceptances in accordance with the procedure in paragraph 4

   without delay.



   If the Offer is accepted in full, the Consortium will hold 34.5% of the issued ordinary shares in

   Adcock (excluding treasury shares). As a significant Adcock shareholder the Consortium will allow

   Adcock shareholders to benefit not only from the immediate upfront cash consideration, but the

   Consortium’s committed participation in Adcock going forward.



   In particular, the Consortium’s composition of South African companies with a collective 38 year

   successful track record of uninterrupted growth and experience, will allow Adcock to benefit

   from:

   ? a strong shareholder base;

   ? no immediate upfront requirement to increase the current gearing of Adcock;

    ? a further enhanced BEE status, particularly given CIH’s strong pharmaceutical credentials and

      Bidvest’s track record of value creation and strong empowerment credentials. Adcock’s

      existing BEE structures will remain in place; and

    ? a continued primary listing on the JSE Limited with shareholders having a substantial residual

      direct participation in the performance and dividends of Adcock going forward.



    Bidvest, as lead of the Consortium, has a proven track record of successfully adopting this same

    model of acquiring meaningful shareholdings across a diverse spectrum of companies. This has

    enabled all stakeholders in these companies to benefit from consistent, significant value creation

    through Bidvest’s direct and continued management involvement in these companies.



4. Terms and Mechanics of the Offer



   In terms of the Offer:

   -   the Consortium offers to acquire up to 34.5%, including the Adcock shares already held by

       Bidvest, of the issued ordinary shares of Adcock (excluding treasury shares) from Adcock

       shareholders on a first come first serve basis

   -   the Offer will be settled by a cash consideration of R70.00 per Adcock ordinary share

   -   any Adcock shareholder who wishes to accept the Offer must do so through its broker. For this

       purpose Adcock shareholders’ respective brokers are advised to contact Rodney Marthinusen

       at Investec Securities Limited, Bidvest’s brokers, on +27 11 286 4543.



5. The Offer Period



   The Offer will open for acceptance from 09:00 on Monday, December 2 2013 and the closing

   date of the Offer will be announced on SENS and in the press.



Johannesburg

December 2 2013





Sponsor

Investec Bank Limited



Financial advisor to the Consortium

Investec Bank Limited



Legal advisor to the Consortium

Edward Nathan Sonnenbergs


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