CIPLA MEDPRO SOUTH AFRICA LIMITED - Finalisation announcement in respect of the Scheme of Arrangement

Finalisation announcement in respect of 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”)

FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT

Cipla Medpro shareholders are referred to the announcement published on the Stock Exchange News
Service (“SENS”) of the JSE Limited (“JSE”) on 15 May 2013 regarding the approval at the general
meeting of Cipla Medpro, by the requisite majority of shareholder votes, of the scheme of
arrangement proposed by the board of directors of Cipla Medpro between Cipla Medpro and its
shareholders, in respect of the acquisition by Cipla India of 100% of the issued ordinary shares of
Cipla Medpro ("the Scheme").

Shareholders are hereby advised that all conditions precedent to the Scheme, as detailed in the
Circular issued to Cipla Medpro shareholders on 15 April 2013 ("the Circular"), have now been fulfilled
or waived (a TRP compliance certificate having been received on 27 June 2013), and accordingly, the
Scheme has become unconditional, as of 27 June 2013.

In terms of the Scheme, each Cipla Medpro shareholder is entitled to receive a cash consideration of
R10.00 for every Cipla Medpro share held (subject to any adjustment, as detailed in the Circular).

The salient dates and times relating to the implementation of the Scheme (”Timetable”) are set out in
the table below, and have been updated from the timetable included in the Circular and the timetable
which was published on SENS on 15 May 2013. Words and expressions in the Timetable and notes
thereto shall have the same meaning as assigned to them in the Circular.
                                                                                             2013

Finalisation Date                                                               Thursday, 27 June

Finalisation Date announcement published on SENS on                               Friday, 28 June

Finalisation Date announcement to be published in the South African                Monday, 1 July
press on

Last Day to Trade to participate in the Scheme Consideration to be on              Friday, 5 July

Suspension of listing of Cipla Medpro Shares on the JSE to be at                   Monday, 8 July
commencement of trading on

Scheme Consideration Record Date to be recorded in the Register in                Friday, 12 July
order to receive the Scheme Consideration to be by close of trading on

Operative Date of the Scheme to be on                                             Monday, 15 July

Payment of the Scheme Consideration to be transferred electronically or           Monday, 15 July
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

Dematerialised Scheme Participants to have their accounts held at their           Monday, 15 July
CSDP or Broker credited with the Scheme Consideration on
Delisting of Cipla Medpro from the JSE on                                        Tuesday, 16 July

Notes:
1.       No Dematerialisation or re-materialisation of Cipla Medpro Shares may take place from the
         commencement of the Last Day to Trade, being Friday, 5 July 2013.
2.       All times referred to in this announcement are references to South African Standard Time.

Johannesburg
28 June 2013


Financial Advisor and Transaction Sponsor to        Legal Advisor to Cipla Medpro
Cipla Medpro                                        Norton Rose Fulbright South Africa
ABSA (acting through its Corporate and              
Investment Banking division)

Financial Advisor to Cipla India                    Legal Advisor to Cipla India
Morgan Stanley South Africa (Pty) Ltd.              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) Ltd.

Date: 28/06/2013 09:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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