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CIPLA MEDPRO SOUTH AFRICA LIMITED - CMP - Update on fulfilment of conditions precedent relating to the Scheme of Arrangement

Release Date: 26/06/2013 17:06
Code(s): CMP
Wrap Text
CMP - Update on fulfilment of conditions precedent relating to the Scheme of Arrangement

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
(“Cipla Medpro” or the "Company")                             Limited – CIPLA EQ
                                                              ISIN Number: INE059A01026
                                                              (“Cipla India”)

UPDATE ON FULFILMENT OF CONDITIONS PRECEDENT RELATING TO THE SCHEME OF
ARRANGEMENT

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 and 20 June 2013, shareholders were provided with updates on
the status of the fulfilment of the conditions precedent. Shareholders are now advised that further
conditions precedent have been fulfilled or waived as follows:
- the approval for the transaction by the Namibian competition authority has been obtained; and
- Cipla India has waived the requirement that approval be obtained from the COMESA competition
  authority.

Accordingly, receipt of a compliance certificate from the Takeover Regulation Panel (“TRP”) is the
only remaining condition precedent required to be fulfilled for the implementation of the Scheme of
Arrangement. Application has today been made to the TRP for such clearance certificate.

A finalisation announcement and closing timetable will be published on the Stock Exchange News
Service (“SENS”) of the JSE Limited (“JSE”) and in the South African press once the clearance
certificate is received (being the date on which the last of the conditions precedent to the Scheme of
Arrangement will have been met), currently anticipated to be on 28 June 2013. The effect of the
above is that the updated timetable will in all likelihood reflect the same or similar closing dates to
those in the Circular.


Johannesburg
26 June 2013


Financial Advisor and Transaction Sponsor to        Legal Advisor to Cipla Medpro
Cipla Medpro

ABSA (acting through its Corporate and              Norton Rose Fulbright South Africa
Investment Banking division)

Financial Advisor to Cipla India                    Legal Advisor to Cipla India

Morgan Stanley South Africa (Pty) Limited           Webber Wentzel

Merchant Bank to Cipla India                        Sponsor to Cipla Medpro

Rand Merchant Bank                                  Nedbank Capital

Independent Expert to the Cipla Medpro
Independent Board

Bridge Capital Advisors (Pty) Limited

Date: 26/06/2013 05:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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