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CMP-Results of general meeting, fulfilment of conditions precedent update and salient dates relating to the Scheme
CIPLA MEDPRO SOUTH AFRICA LIMITED CIPLA LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in India)
(Registration number 2002/018027/06) (Registration number 11-2380)
Share code: JSE Limited - CMP Share codes: BSE Limited - 500087
ISIN: ZAE000128179 National Stock Exchange of India Limited –
(“Cipla Medpro” or “the Company") CIPLA EQ
ISIN: INE059A01026
(“Cipla India”)
RESULTS OF GENERAL MEETING, UPDATE ON FULFILMENT OF CONDITIONS PRECEDENT AND
SALIENT DATES RELATING TO THE SCHEME
1. RESULTS OF GENERAL MEETING
Cipla Medpro shareholders are referred to the firm intention announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on Thursday, 28 February 2013,
detailing the offer from Cipla India to acquire 100% of the issued ordinary share capital of Cipla
Medpro by way of a scheme of arrangement (“the Scheme”), in terms of section 114 of the
Companies Act, No 71 of 2008 (“Companies Act”), proposed by the board of directors of Cipla
Medpro between Cipla Medpro and its shareholders.
The Scheme, if implemented, will result in Cipla India acquiring 100% of the issued ordinary share
capital of Cipla Medpro and the listing of the Company’s securities being terminated on the JSE.
At the general meeting of Cipla Medpro shareholders held today, 15 May 2013, the special and
ordinary resolutions approving the Scheme, and the subsequent delisting of Cipla Medpro’s shares
from the JSE, were approved by the requisite majority of votes.
Cipla Medpro further advises that the Company has not received notice from any shareholder
objecting to the special resolution to approve the Scheme, and as such no shareholder intends to
exercise his or her rights in terms of section 164 of the Companies Act.
2. UPDATE ON FULFILMENT OF CONDITIONS PRECEDENT RELATING TO THE SCHEME
Shareholders are advised that the implementation of the Scheme remains conditional upon the
fulfilment of certain conditions precedent, as detailed in the combined circular posted to
shareholders on 15 April 2013 (“Circular”).Below is a selected update on the fulfilment of some of
those conditions:
? the application for South African competition authority approval was lodged on 5 April 2013;
? the application for Namibian competition authority approval was lodged on 18 April 2013;
? the application for Botswana competition authority approval was lodged on 19 April 2013;
? the application for COMESA competition authority approval was lodged on 26 April 2013; and
? both South African and Indian Reserve Bank approvals have already been obtained.
On current timing, we anticipate that all the conditions should be fulfilled by 16 August 2013, which is
within the period permitted for fulfilment. The specific timing by which the conditions must be fulfilled
is subject to various factors, full details of which are set out in the Circular read with the
Implementation Agreement.
3. UPDATE ON SALIENT DATES AND TIMES RELATING TO THE SCHEME
The important dates and times relating to the Scheme (”Timetable”) are set out in the table below,
and have been updated from the Timetable included in the Circular and which was published on
SENS on 15 April 2013. Words and expressions in the Timetable and notes thereto shall have the
same meaning as assigned to them in the Circular.
2013
Circular posted to Cipla Medpro Shareholders and notice convening the Monday, 15 April
General Meeting published on SENS on
Notice convening the General Meeting published in the South African
press on Tuesday, 16 April
Last day to trade Cipla Medpro Shares on the JSE in order to be recorded
in the Register on the Voting Record Date in order to be eligible to vote at
the General Meeting (see note 1 below) on Friday, 3 May
Voting Record Date on which Cipla Medpro Shareholders must be
recorded in the Register in order to vote at the General Meeting by close
of trading (see note 2 below) on Friday, 10 May
Last date and time to lodge forms of proxy for the General Meeting with
the Transfer Secretaries by 10h00 on Monday, 13 May
Last date and time for Cipla Medpro Shareholders to give notice in terms
of section 164 of the Companies Act objecting to the special resolution
approving the Scheme by 10h00 on Wednesday, 15 May
General Meeting to be held at 10h00 on Wednesday, 15 May
Results of the General Meeting released on SENS on Wednesday, 15 May
Results of the General Meeting published in the South African press on Thursday, 16 May
If the Scheme is approved by Cipla Medpro Shareholders at the
General Meeting:
Last date on which Cipla Medpro Shareholders can apply to the Court in
terms of section 115(3) of the Companies Act Wednesday, 29 May
Last date for Cipla Medpro to send notices of the adoption of the special
resolution approving the Scheme to objecting Cipla Medpro Shareholders,
in terms of section 164 of the Companies Act Wednesday,29 May
If no Cipla Medpro Shareholders exercise their rights in terms of
section 115 of the Companies Act:
Finalisation Date estimated to be on or about Friday, 16 August
Finalisation Date announcement estimated to be published on SENS on Friday, 16 August
Finalisation Date announcement estimated to be published in
the South African press on Monday, 19 August
Last day to trade to participate in the Scheme Consideration estimated to
be on Friday, 23 August
Suspension of listing of Cipla Medpro Shares on the JSE estimated to be
at commencement of trading on Monday, 26 August
Scheme Consideration Record Date to be recorded in the Register in
order to receive the Scheme Consideration estimated to be by close of
trading on or about Friday, 30 August
Operative Date of the Scheme estimated to be on Monday, 2 September
Subject to the delayed implementation provisions regulating Dissenting
Shareholders set out in paragraph 6.13.6.2 of the Circular, payment of the
Scheme Consideration estimated to be transferred electronically or
posted to Certificated Scheme Participants (if the Form of Surrender and
Transfer and Documents of Title are received by the relevant Transfer
Secretaries on or before 12h00 on the Scheme Consideration Record
Date) on or about Monday, 2 September
Subject to the delayed implementation provisions regulating Dissenting
Shareholders set out in paragraph 6.13.6.2 of the Circular, Dematerialised
Scheme Participants estimated to have their accounts held at their CSDP
or Broker credited with the Scheme Consideration on or about Monday, 2 September
Delisting of Cipla Medpro from the JSE estimated to be on Tuesday, 3 September
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Cipla Medpro
and Cipla India and/or may be subject to obtaining certain regulatory approvals. If the
Conditions Precedent are not met by Friday, 16 August 2013 (which is within the period
permitted for fulfilment thereof in terms of the Implementation Agreement), an updated
Timetable will be published on SENS and published in the South African press. The specific
timing by which the Conditions Precedent must be fulfilled is subject to various factors, full
details of which are set out in the Circular read with the Implementation Agreement.
2. Cipla Medpro Shareholders who wish to exercise their right in terms of section 115(3) of the
Companies Act, to require the approval of a Court for the Scheme, should refer to Annexure 4
of the Circular which includes an extract of section 115 of the Companies Act. Should Cipla
Medpro Shareholders exercise their rights in terms of section 115(3) of the Companies Act, the
dates and times set out above will not be relevant. Cipla Medpro Shareholders will be notified
separately of the applicable dates and times under this process.
3. No Dematerialisation or re-materialisation of Cipla Medpro Shares may take place from the
commencement of the last day to trade, estimated as being Friday, 23 August 2013.
4. Although the salient dates and times are stated to be subject to change, such statement may
not be regarded as consent or dispensation for any change to time periods which may be
required in terms of the Takeover Regulations, where applicable, and any such consents or
dispensations must be specifically applied for and granted.
5. All times referred to in this announcement are references to South African Standard Time.
Durban
15 May 2013
Transaction Sponsor
Absa Bank Limited (acting through its Corporate and Investment Banking division)
Sponsor
Nedbank Capital
Date: 15/05/2013 10:49:00 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.
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