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Distribution of circular to Adcock Ingram shareholders in respect of a scheme of arrangement
Adcock Ingram Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 2007/016236/06
Share code: AIP
ISIN: ZAE000123436
(“Adcock Ingram” or “the Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION
DISTRIBUTION OF CIRCULAR TO ADCOCK INGRAM SHAREHOLDERS IN RESPECT OF A
SCHEME OF ARRANGEMENT
All terms in upper case in this announcement that are not defined herein
shall bear the same meanings to those set out in the Circular.
1. Introduction
Adcock Ingram shareholders are referred to the announcement released on
the Stock Exchange News Service (“SENS”) of the JSE Limited on Friday,
15 November 2013 and published in the South African press on Monday,
18 November 2013 relating to a firm intention by CFR Pharmaceuticals
S.A. (“CFR”) to make an offer to acquire 100% of the issued share
capital of Adcock Ingram, other than the issued “A” and “B” ordinary
share capital of Adcock Ingram and any ordinary shares held by
subsidiaries of the Company, by way of a scheme of arrangement (“the
Scheme”).
2. Distribution of the Circular
The combined circular to Adcock Ingram shareholders containing details
of the Scheme (“the Circular”) incorporating notices of meetings of
Adcock Ingram Shareholders to approve the Scheme, forms of proxy and an
election, surrender and transfer form, and accompanied by the CFR
combined prospectus and pre-listing statement, are being distributed
today, 18 November 2013.
Adcock Ingram shareholders are advised that the Circular and the
Prospectus will also be available on Adcock Ingram’s website
www.adcock.com. Copies of the Circular and the Prospectus may be
obtained from the registered office of Adcock Ingram and the financial
adviser to Adcock Ingram, details of which are set out in the Circular.
The Circular and the supplement referred to in paragraph 5 below,
together with a non-official translation thereof into Spanish will be
filed, as required by the Chilean Securities Market Law, with the
Superintendencia de Valores y Seguros (“SVS”), with a copy provided to all
stock exchanges on which CFR’s shares are currently listed in Chile, and
published on CFR’s website http://www.cfr-corp.com.
3. The General Meetings
The Scheme will be put to a vote at a meeting of all holders of shares
in Adcock Ingram, other than the holder of Adcock Ingram’s treasury
shares, (the “Combined General Meeting”) and at a meeting of the holders
of ordinary shares in Adcock Ingram (that is, excluding the A Ordinary
Shares and the B Ordinary Shares) other than the holder of Adcock
Ingram’s treasury shares, (the “Ordinary General Meeting”),
(collectively “the General Meetings”) to be held in the Auditorium at
Adcock Ingram’s offices, 1 New Road, Midrand, Gauteng, South Africa at
10h00 in respect of the Combined General Meeting and 10h30, or ten
minutes after the conclusion or adjournment of the Combined General
Meeting, whichever is the later, in respect of the Ordinary General
Meeting, on Wednesday, 18 December 2013.
4. Salient dates and times relating to the Scheme
The salient dates and times will be as follows:
2013
Record date to determine which Adcock Ingram Friday, 8 November
Shareholders are entitled to receive the
Circular
Circular issued to Adcock Ingram Shareholders Monday, 18 November
and notice of the General Meetings released
on SENS on
Notice convening the General Meetings Tuesday, 19 November
published in the South African press on
Last day to trade Adcock Ingram Ordinary Friday, 29 November
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
Meetings (see note 1 below) on
CFR Pre-emptive rights procedure expected to Friday, 29 November
commence on
Voting Record Date on which Adcock Ingram Friday, 6 December
Shareholders must be recorded in the Register
in order to vote at the General Meetings by
close of trading (see note 2 below) on
Last date and time to lodge forms of proxy Friday, 13 December
for the Combined General Meeting with the
Transfer Secretaries by 10h00 on
Last date and time to lodge forms of proxy Friday, 13 December
for the Ordinary General Meeting with the
Transfer Secretaries by 10h30 on
Last date and time for Adcock Ingram Ordinary Wednesday, 18 December
Shareholders to give notice in terms of
section 164 of the Companies Act objecting to
the special resolution approving the Scheme
at the Combined General Meeting by 10h00 on
Last date and time for Adcock Ingram Ordinary Wednesday, 18 December
Shareholders to give notice in terms of
section 164 of the Companies Act objecting to
the special resolution approving the Scheme
at the Ordinary General Meeting by 10h30, or
10 minutes after the conclusion or
adjournment of the Combined General Meeting,
whichever is the later on
Combined General Meeting to be held at 10h00 Wednesday, 18 December
on
Ordinary General Meeting to be held at 10h30, Wednesday, 18 December
or 10 minutes after the conclusion or
adjournment of the Combined General Meeting,
whichever is the later on
Results of General Meetings released on SENS Wednesday, 18 December
on
Results of General Meetings published in the Thursday, 19 December
South African press on
If the Scheme is approved by Adcock Ingram
Shareholders at the General Meetings:
Last date on which Adcock Ingram Shareholders Friday, 27 December
can require Adcock Ingram to seek court
approval in terms of section 115(3)(a) of the
Companies Act on
2014
Last date on which Adcock Ingram Shareholders Monday, 6 January
can apply to the Court in terms of section
115(3)(b) of the Companies Act on
Last date for Adcock Ingram to notify Monday, 6 January
shareholders who objected to either of the
Scheme Resolutions, of the approval of the
Scheme Resolutions on
Outcome of the CFR Capital Increase and the Thursday, 16 January
final offer mix and the Relevant Ratio
expected to be released on SENS on
Outcome of the CFR Capital Increase and the Friday, 17 January
final offer mix and the Relevant Ratio
expected to be published in the South African
press on
If no Adcock Ingram Shareholders exercise
their rights in terms of section 115 of the
Companies Act:
Scheme Finalisation Date expected to be on or Friday, 21 February
about
Scheme Finalisation Date announcement Friday, 21 February
expected to be released on SENS on or about
Scheme Finalisation Date announcement Monday, 24 February
expected to be published in the South African
press on or about
Scheme LDT expected to be by close of trading Friday, 28 February
on
Suspension of listing of Adcock Ingram Monday, 3 March
Ordinary Shares on the JSE expected to be at
commencement of trading on
Expected date of the Secondary Listing of CFR Monday, 3 March
and commencement of trading under the JSE
code CRF and ISIN: CL0001762831 at the
commencement of trade on
An Adcock Ingram shareholder is not entitled Monday, 3 March to
during the period from commencement of trade Monday, 10 March
on the first Business Day following the
Scheme LDT until the Scheme Implementation
Date to sell CFR 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 Adcock Ingram
Shareholders” commencing on page 10 of the
Circular, in which event he shall be entitled
to sell no more than that number of CFR
Shares equal to the lower of: (a) the number
of CFR Shares that he would have received if
he had elected to receive the Scheme
Consideration in the Relevant Ratio for all
his Scheme Shares and (b) the Relevant Number
of CFR Shares multiplied by the number of
Scheme Shares for which he has elected the
Share Consideration
Elections in respect of Scheme Consideration Thursday, 6 March
to be received by the Transfer Secretaries by
12h00 on the Business Day prior to the Scheme
Record Date, which is expected to be on
Scheme Record Date expected to be by close of Friday, 7 March
trading on
Scheme Implementation Date expected to be on Monday, 10 March
Subject to the delayed implementation Monday, 10 March
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 Business Day before the Scheme Record
Date) on
Subject to the delayed implementation Monday, 10 March
provisions regulating Deemed Scheme
Participants, Dematerialised Scheme
Participants expected to have their accounts
held at their CSDP or Broker credited with
the Scheme Consideration on or about
Delisting of Adcock Ingram Ordinary Shares Tuesday, 11 March
from the JSE expected to be at the
commencement of trade on
Notes:
1. The above dates and times are subject to such changes as may be
agreed to by Adcock Ingram and CFR (and, to the extent necessary, the
TRP, JSE, SVS and other regulatory authorities). Without limiting the
aforegoing, if the Conditions Precedent are not fulfilled or waived (as
the case may be) by Friday, 21 February 2014, or if the Conditions
Precedent 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. Adcock Ingram Ordinary Shareholders should note that, as trade in
Adcock Ingram 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, Adcock Ingram
Ordinary Shareholders who acquire Adcock Ingram Ordinary Shares on the
JSE after Friday, 29 November 2013, being the last day to trade in
Adcock Ingram 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. Adcock Ingram Ordinary Shareholders who wish to exercise their
Appraisal Rights are referred to Annexure 13 to the 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 Adcock Ingram Ordinary
Shareholders will be notified separately of the applicable dates and
times resulting from any such changes.
4. Adcock Ingram Ordinary 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 12 to the Circular
which includes an extract of section 115 of the Companies Act. Should
Adcock Ingram Ordinary 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. Adcock Ingram Ordinary 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 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.
6. No dematerialisation or rematerialisation of Adcock Ingram Ordinary
Shares may take place from the commencement of business on the Business
Day following the Scheme LDT. The Scheme LDT is expected to be on
Friday, 28 February 2014.
7. If either of the General Meetings is adjourned or postponed, the
above dates and times will change, but the applicable form of proxy
submitted for the relevant General Meeting will remain valid in respect
of any postponement prior to convening, adjournment or postponement of
that General Meeting.
8. 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.
9. All times referred to in this announcement are references to South
African Standard Time.
5. Supplement to the Circular
The Takeover Regulation Panel has requested that at the Combined General
Meeting the holders of the A Ordinary Shares and the B Ordinary Shares
do not vote those A Ordinary Shares and B Ordinary Shares, respectively.
In addition, the Takeover Regulation Panel has requested that the letter
of support from Prudential Portfolio Managers (South Africa) (Pty) Ltd
be made available for inspection during normal business hours at the
registered office of Adcock Ingram from Monday, 18 November 2013 up to
and including the date of the General Meetings.
A supplement to the Circular will be distributed to Adcock Ingram
Shareholders as soon as possible setting out the above matters.
For Adcock Ingram media enquiries:
Brunswick
Tel: +27 11 502 7300
Carol Roos
+27 72 690 1230
Marina Bidoli
+27 83 253 0478
For CFR media enquiries:
College Hill
Amelia Soares
+27 82 654 9241
Mark Garraway
+27 82 610 1226
Midrand
18 November 2013
Financial Adviser and Sponsor to Adcock Ingram
Deutsche Bank
Legal Adviser to Adcock Ingram in South Africa
Read Hope Phillips Attorneys
Legal Adviser to Adcock Ingram in Chile
Prieto y Cia
Reporting Accountants to Adcock Ingram
EY
Public Relations Adviser to Adcock Ingram
Brunswick
Independent Expert to the Adcock Ingram Board
JPMorgan Chase Bank, N.A. (Johannesburg Branch)
Financial Adviser to CFR
Credit Suisse
Legal Adviser to CFR in South Africa
Bowman Gilfillan Inc.
Legal Adviser to CFR in Chile
Honorato Russi & Eguiguren Limitada
Reporting Accountants to CFR
Deloitte & Touche
Public Relations Adviser to CFR
College Hill
The release, publication or distribution of this announcement in
jurisdictions other than South Africa may be restricted by law and,
therefore, any persons who are subject to the laws of any jurisdiction
other than South Africa should inform themselves about and observe any
applicable requirements in those jurisdictions. The information
disclosed may not be the same as that which would have been disclosed if
this announcement had been prepared in accordance with the laws and
regulations of any jurisdiction other than South Africa.
This announcement is not intended to, and does not, constitute, or form
part of, an offer to sell or an invitation to purchase or subscribe for
any securities or a solicitation of any vote or approval in any
jurisdiction. This announcement does not constitute a prospectus or a
prospectus equivalent document. Shareholders are advised to read
carefully any formal documentation in relation to the offer. The offer
will be made solely through a circular, which will contain the full
terms and conditions of the offer. Any decision to accept the Scheme of
other response to the proposals should be made only on the basis of the
information contained in the circular containing the offer.
This announcement by Adcock Ingram is made in connection an offer for
the securities of a South African company Adcock Ingram by means of a
Scheme. The offer is subject to disclosure requirements under South
African law that are different from those of the United States and
Chile. Financial statements included in this announcement have been
prepared in accordance with South African accounting standards that may
not be comparable to the financial statements of United States or
Chilean companies.
It may be difficult for you to enforce your rights and any claim you may
have arising under the United States federal securities laws, since
Adcock Ingram is located in South Africa, and all of its officers and
directors reside outside of the United States. You may not be able to
sue Adcock Ingram or its officers or directors in a foreign court,
including South African courts, for violations of the Unites States
securities laws. It may be difficult to compel Adcock Ingram and its
affiliates to subject themselves to a United States court's judgment.
You should be aware that CFR may purchase Adcock Ingram ordinary shares
otherwise than under the offer, such as in open market or privately
negotiated purchases.
Date: 18/11/2013 05:35:00 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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