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CMP - Posting of Circular, Notice of General Meeting, Salientt Dates and addendum to Implementation Agreement
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: Share codes:
JSE Limited - CMP BSE Limited – 500087
ISIN: ZAE000128179 National Stock Exchange of India Limited -CIPLA EQ
(“Cipla Medpro” or “the Company”) ISIN Number:INE059A01026
(“Cipla India”)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING, SALIENT DATES AND ADDENDUM
TO THE IMPLEMENTATION AGREEMENT
1. INTRODUCTION
Cipla Medpro shareholders (“Shareholders”) are referred to the joint announcement published
on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 28 February
2013, of a firm intention by Cipla Limited (“Cipla India”), or for a subsidiary nominated
by it, to make an offer to acquire 100% of the ordinary shares of Cipla Medpro ("Offer"), by way
of a scheme of arrangement (“Scheme”) in terms of section 114 of the Companies Act No. 71 of
2008 (“Companies Act”), for a cash consideration of R10.00 per Cipla Medpro ordinary share.
A combined circular (“Circular”) relating to the Cipla India Offer will be posted to Shareholders
on Monday 15 April 2013 and will be available on Cipla Medpro’s website at
www.ciplamedsa.co.za and includes, inter alia, details of the Scheme, a notice of a general
meeting of Shareholders, a form of proxy and a form of surrender and transfer.
Shareholders are advised that the completion of the Scheme is subject to the fulfilment or
waiver of certain conditions precedent set forth in the Circular, and are advised to carefully read
the Circular for the terms and conditions of the Scheme.
2. NOTICE OF GENERAL MEETING
A general meeting of Shareholders (“General Meeting”) will be held at 10h00 on Wednesday, 15
May 2013 at the Cipla Medpro Offices, Board Room number 1, Belvedere Office Park, Block F,
Bella Rosa Street, Bellville, Cape Town, for the purpose of considering and, if deemed fit,
passing with or without modification, the special and ordinary resolutions set out in the Notice of
the General Meeting included in the Circular.
3. 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. 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
General Meeting published on SENS on Monday, 15 April
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, 28 June
Finalisation Date announcement estimated to be published on SENS on Friday, 28 June
Finalisation Date announcement estimated to be published in the South
African press on Monday, 1 July
Last day to trade to participate in the Scheme Consideration estimated
to be on Friday, 5 July
Suspension of listing of Cipla Medpro Shares on the JSE estimated to
be at commencement of trading on Monday, 8 July
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, 12 July
Operative Date of the Scheme estimated to be on Monday, 15 July
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, 15 July
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, 15 July
Delisting of Cipla Medpro from the JSE estimated to be on Tuesday, 16 July
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, 28 June 2013, an updated timetable will
be published on SENS and published in the South African press.
2. Cipla Medpro Shareholders should note that, as trade in Cipla Medpro 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, Cipla Medpro
Shareholders who acquire Cipla Medpro Shares on the JSE after the last day to trade in
Cipla Medpro Shares so as to be recorded in the Register on the Voting Record Date will
not be entitled to vote at the General Meeting.
3. Cipla Medpro Shareholders who wish to exercise their Appraisal Rights are referred to
Annexure 5 of the Circular for purposes of determining the relevant timing for the exercise
of their Appraisal Rights.
4. 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.
5. Dematerialised Shareholders, other than those with “own-name” registration, must provide
their CSDP or Broker with their instructions for voting at the General Meeting 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.
6. 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, 5 July 2013.
7. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the
General Meeting.
8. 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.
9. All times referred to in this announcement are references to South African Standard Time.
4. ADDENDUM TO THE IMPLEMENTATION AGREEMENT
Shareholders are to note that, subsequent to the signing of the implementation agreement
(“Implementation Agreement”), the parties became aware of an additional merger filing that may
be required for the Scheme in respect of an additional COMESA territory (Zambia). In order to
deal with this, the parties entered into the addendum to the Implementation Agreement on 9
April 2013, which also documents certain timing extensions agreed to which relate to, inter alia,
the posting of the Circular and related matters.
Johannesburg
15 April 2013
Financial Adviser and Transaction Sponsor to Cipla Medpro
Absa Bank Limited (acting through its Corporate and Investment Banking division)
Legal Adviser to Cipla Medpro
Norton Rose South Africa
Independent Expert to Cipla Medpro
Bridge Capital Advisors (Pty) Ltd.
Sponsor to Cipla Medpro
Nedbank Capital (a division of Nedbank Limited)
Financial Adviser to Cipla India
Morgan Stanley South Africa (Pty) Limited
Legal Adviser to Cipla India
Webber Wentzel
Merchant Bank to Cipla India
Rand Merchant Bank (a division of FirsRand Bank Limited)
Date: 15/04/2013 07:06:00 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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