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Update on fulfilment of conditions precedent relating to the scheme and appointments of joint acting CEO’s
CIPLA MEDPRO SOUTH AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/018027/06)
(ISIN Number: ZAE000128179 Share Code: CMP)
("Cipla Medpro" or "the Company")
UPDATE ON FULFILMENT OF CONDITIONS PRECEDENT RELATING TO THE SCHEME AND
APPOINTMENTS OF JOINT ACTING CEO’S
1. UPDATE ON FULFILMENT OF CONDITIONS PRECEDENT RELATING TO THE SCHEME
In the circular posted to shareholders on 15 April 2013 (“Circular”), shareholders were advised that
the implementation of the Scheme was conditional upon the fulfilment of certain conditions
precedent, as detailed therein. On 15 May 2013, shareholders were provided with a selected update
on the status of the fulfilment of certain conditions precedent. Shareholders are now advised that
further conditions precedent have been fulfilled, namely:
- the approvals for the transaction from the South African and Botswana competition authorities
have been obtained; and
- the required written waivers have been received from each of Nedbank Limited and ABSA Bank
Limited that they will not exercise any rights which they may have against any Cipla Medpro
Group company as a result of the implementation of the Proposed Transaction.
The implementation of the Scheme remains conditional upon the fulfilment or waiver by Cipla
Limited of the remaining conditions precedent, namely those in paragraphs 6.2.3.1, 6.2.5 and 6.2.6
of the Circular and approval from the Namibian and COMESA competition authorities.
On current timing, it is still anticipated that all the conditions should be fulfilled by 16 August 2013,
which is within the period permitted for fulfilment. The specific timing of the fulfilment of the
conditions precedent is subject to various factors, full details of which are set out in the Circular read
with the Implementation Agreement.
2. APPOINTMENTS OF JOINT ACTING CEO’S
In accordance with section 3.59 of the JSE Limited Listings Requirements, shareholders are advised
that Dr Skhumbuzo Ngozwana and Mr Mark James van Lill Sardi, who each currently occupies the
position of joint Deputy CEO of the Company, have been appointed as joint acting CEO’s of Cipla
Medpro with effect from 1 July 2013. These appointments are enacted on a temporary basis until
such time that a permanent CEO can be appointed. Dr Ngozwana and Mr Sardi will not be appointed
as executive directors to the Board of Cipla Medpro at this stage.
Shareholders are further advised that Mr Johan du Preez, who has served in the capacity of acting
CEO of the Company since August 2012, will terminate his tenure in this role with effect from 30
June 2013, at which point he will revert to his position as a non-executive director of the Cipla
Medpro Board. The Board wishes to thank Mr du Preez for his valuable contribution in the acting
CEO role over the last 10 months.
Durban
20 June 2013
Transaction Sponsor
Absa Bank Limited (acting through its Corporate and Investment Banking division)
Sponsor
Nedbank Capital
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