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Posting of the Adcock Scheme Circular and the AdBEE Placing Document and Notices of General and Scheme Meeting
Adcock Ingram Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2007/016236/06)
Share code: AIP ISIN: ZAE000123436
("Adcock" or "the Company")
POSTING OF THE ADCOCK SCHEME CIRCULAR AND THE ADBEE PLACING DOCUMENT AND NOTICES OF GENERAL MEETING AND SCHEME MEETING
1. Posting of the Adcock Scheme Circular and the AdBEE Placing Document
Adcock ordinary shareholders ("Shareholder/s") are referred to the announcement by the Adcock board (the
"Board") released on The Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on 13 May 2015,
regarding the posting of the Adcock Scheme document ("Scheme Circular") and the AdBEE Placing document
("AdBEE Placing Document") and setting out certain salient details regarding the termination of the Existing
Adcock BEE transaction, the New Adcock BEE Transaction which includes a proposed Scheme of arrangement
in terms of section 114 of the Companies Act, 71 of 2008 ("Companies Act"), between Adcock and its
Shareholders ("the Scheme"), and the financial effects thereof.
In this regard, Shareholders are advised that Adcock has distributed the Scheme Circular and the AdBEE
Placing Document, setting out the details relating to the listing of the AdBEE securities, to Shareholders
today, 28 May 2015 and which are available on the Company's website: www.adcock.com.
2. Notices of General Meeting and Scheme Meeting
A general meeting and Scheme meeting of Shareholders ("meetings") are to be convened to consider the
resolutions proposed at each meeting.
The meetings are scheduled to be held in the auditorium at Adcock's offices, 1 New Road, Midrand, Gauteng,
South Africa with the general meeting commencing at 10h00 and the Scheme meeting commencing at 10h30, or
ten minutes after the conclusion or adjournment of the general meeting, whichever is the later, on
Friday, 10 July 2015 to consider and, if deemed fit, to approve the termination of the Existing
Adcock BEE transaction and the new Scheme.
Notices convening the meetings are attached to, and form part of, the Scheme Circular.
The table below sets out the key dates and times relating to the Scheme:
2015
Record date to determine which Shareholders are entitled to receive the
Scheme Circular and AdBEE Placing Document Friday, 22 May
Scheme Circular and AdBEE Placing Document issued to Shareholders and notice
convening the meetings released on SENS on Thursday, 28 May
Notice convening the meetings published in the South African press on Friday, 29 May
Last day to trade Adcock ordinary 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
meetings (see note 2 below) on Friday, 26 June
Voting record date on which Shareholders must be recorded in the register in
order to vote at the meetings by close of trading (see note 2 below) on Friday, 3 July
Last date and time to lodge forms of proxy for the general meeting with the
transfer secretaries by 10h00 on Wednesday, 8 July
Last date and time to lodge forms of proxy for the Scheme meeting with the
transfer secretaries by 10h30 on Wednesday, 8 July
Last date and time for Shareholders to give notice in terms of section 164 of the
Companies Act objecting to the special resolution approving the Scheme at the
Scheme meeting by 10h30, or 10 minutes after the conclusion or adjournment
of the general meeting, whichever is the later on Friday, 10 July
General meeting to be held at 10h00 on Friday, 10 July
Scheme meeting to be held at 10h30, or 10 minutes after the conclusion or
adjournment of the general meeting, whichever is the later on Friday, 10 July
Results of meetings released on SENS on Friday, 10 July
Results of meetings published in the South African press on Monday, 13 July
If the Scheme is approved by Shareholders at the Scheme meeting:
Last date on which Shareholders can require Adcock to seek court approval in
terms of section 115(3)(a) of the Companies Act on Friday, 17 July
Last date on which Shareholders can apply to the Court in terms of section
115(3)(b) of the Companies Act on Friday, 24 July
Last date for Adcock to notify Shareholders who objected to the Scheme
resolution, of the approval of the Scheme resolution on Friday, 24 July
If no Shareholders exercise their rights in terms of section 115 of the
Companies Act:
Scheme finalisation date expected to be on or about Friday, 10 July
Scheme finalisation date announcement expected to be announced on SENS by
11h00 on or about Friday, 10 July
Scheme finalisation date announcement expected to be published in the South
African press on or about Monday, 13 July
Scheme last day to trade, expected to be by close of trading on Friday, 17 July
A Shareholder is not entitled during the period from commencement of trade
on the first business day following the Scheme last day to trade until the
Scheme implementation date to sell Adcock ordinary shares on the JSE unless
a valid election has been submitted by him or on his behalf, in terms of
paragraphs 1.3, 2.2 or 3.2 (as relevant) of the section entitled "Action Required
by Shareholders" commencing on page 2 of the Scheme Circular, in which
event he shall be entitled to sell no more than that number of Adcock shares
equal to the lower of: (a) the number of Adcock ordinary shares that he would
have remaining if he had elected to sell 15% of his Scheme shares and (b) the Monday, 20 July to
relevant number of Adcock ordinary shares remaining if the percentage of Friday, 24 July
Scheme shares which he has elected to sell is greater than 15%
Expected date of the listing of AdBEE and the call options at commencement of
trading under the JSE code ADE and ISIN: ZAE000204897 and code ADEO and
ISIN: ZAE000204921, respectively at the commencement of trade on Monday, 20 July
Elections by Scheme participants in respect of the Scheme to be received by the
transfer secretaries by 12h00 on the Scheme record date, which is expected to
be on Friday, 24 July
Scheme record date expected to be by close of trading on Scheme
implementation date expected to be on Friday, 24 July
Scheme implementation date: Subject to the delayed implementation provisions
regulating deemed Scheme participants, settlement of the Scheme
consideration expected to occur to certificated Scheme participants (if the form
of surrender and transfer (blue) and documents of title are received by the
transfer secretaries on or before 12h00 on the Scheme record date) on Monday, 27 July
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Adcock and AdBEE (and, to
the extent necessary, the Takeover Regulation Panel, JSE and other regulatory authorities). Without limiting
the aforegoing, if the suspensive conditions are not fulfilled or waived (as the case may be) by Friday,
31 August 2015, or if the suspensive conditions are fulfilled or waived (as the case may be) before that date,
a revised timetable will be released on SENS and published in the South African press.
2. Shareholders should note that, as trade in Adcock ordinary shares on the JSE is settled in the electronic
settlement system used by Strate, settlement of trades takes place five business days after the date of such
trades. Therefore, Shareholders who acquire Adcock ordinary shares on the JSE after Friday, 26 June 2015,
being the last day to trade in Adcock ordinary shares so as to be recorded in the register on the voting record
date, will not be entitled to vote at the general meetings.
3. Shareholders who wish to exercise their appraisal rights are referred to Error! Reference source not found.
to the Scheme Circular for purposes of determining the relevant timing for the exercise of their appraisal
rights. The exercise of appraisal rights may result in changes to the above salient dates and times and
Shareholders will be notified separately of the applicable dates and times resulting from any such changes.
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 Error! Reference source not found. to the Scheme
Circular which includes an extract of section 115 of the Companies Act. Should 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.
Shareholders will be notified separately of the applicable dates and times under this process.
4. Dematerialised Shareholders, other than those with "own name" registration, must provide their CSDP or
broker with their instructions for voting at the general meetings by the cut-off time and date stipulated by
their CSDP or broker in terms of their respective custody agreements between them and their CSDP or
broker.
5. No dematerialisation or rematerialisation of Adcock 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 expected to be on Friday, 17 July 2015. Dematerialisation or rematerialisation will recommence on
Monday, 27 July 2015.
6. If either of the meetings is adjourned or postponed, the above dates and times will change, but the
applicable form of proxy submitted for the relevant meeting will remain valid in respect of any
postponement prior to convening, adjournment or postponement of that meeting.
7. Although the above 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 and the Listings Requirements or other law or regulation, where applicable, and any such
consents or dispensations must be specifically applied for and granted.
8. All times referred to above are references to South African standard time.
Johannesburg
28 May 2015
Merchant bank, financial adviser and sponsor to Adcock
Rand Merchant Bank (A division of FirstRand Bank Limited)
Sponsor to AdBEE
Rand Merchant Bank (A division of FirstRand Bank Limited)
Corporate law advisers to Adcock
Edward Nathan Sonnenbergs Inc.
Corporate law advisers and trustee to AdBEE
Edward Nathan Sonnenbergs Inc.
Independent expert to Adcock
PSG Capital Proprietary Limited
Date: 28/05/2015 05:00:00 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.
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