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Receipt of Section 61(3) notices from Bidvest and PIC, and resignation of chairman
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”)
RECEIPT OF NOTICES IN TERMS OF SECTION 61(3) OF THE COMPANIES ACT,
71 OF 2008 (“COMPANIES ACT”) FROM THE BIDVEST GROUP LIMITED
(“BIDVEST”) AND THE PUBLIC INVESTMENT CORPORATION (“PIC”), AND
RESIGNATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS OF ADCOCK
INGRAM (“ADCOCK INGRAM BOARD”)
Shareholders are advised that at approximately 15h40 on Tuesday, 18
February 2014, the Chairman of the Adcock Ingram Board received
correspondence from Bidvest, enclosing separate but virtually
identical letters from Bidvest (“the Bidvest Letter”) and the PIC
(“the PIC Letter”), each dated 18 February 2014 (collectively “the
Letters”).
In terms of the Bidvest Letter, Bidvest, through its wholly-owned
subsidiary BB Investment Company Proprietary Limited (“BB
Investments”), confirmed that it currently holds 59,265,874 ordinary
shares in Adcock Ingram (“Ordinary Shares”), constituting
approximately 34.5% of the total issued ordinary share capital of
Adcock Ingram (excluding treasury shares) (“Total Ordinary Shares”).
In terms of the PIC Letter, the PIC, in its capacity as asset
manager for the Government Employees Pension Fund, confirmed that it
currently holds 42,530,706 Ordinary Shares, constituting
approximately 21% of the Total Ordinary Shares.
In the Letters, each of Bidvest and the PIC demanded that by no
later than 17h00 yesterday evening, the Adcock Ingram Board:
* appoint Mr Brian Joffe, Mr Lindsay Peter Ralphs, Dr Anna Mokgokong
and Mr Roshan Morar (“Nominated Individuals”) as directors of the
Company; and
* procure the resignation of Dr Khotso Mokhele as a director of the
Company and accordingly Chairman of the Adcock Ingram Board.
In the Letters, Bidvest and the PIC each further advised that in the
event that the Adcock Ingram Board failed to comply with the above
demands by the appointed time, the Letters would constitute written
notices by Bidvest and the PIC in terms of section 61(3) of the
Companies Act and clause 11.2 of the Company’s memorandum of
incorporation (“MOI”) to call a meeting of Adcock Ingram
shareholders (“the Shareholders’ Meeting”) for the purposes of
considering and approving resolutions to:
* remove Dr Khotso Mokhele as a director of the Company and
accordingly Chairman of the Adcock Ingram Board; and
* elect each of the Nominated Individuals as directors of Adcock
Ingram.
In the event that Adcock Ingram Board fails to publish and
distribute a notice convening the Shareholders Meeting (on no more
than 15 business days written notice) by 4 March 2014, Bidvest and
the PIC have reserved the right to apply to Court to require the
Adcock Ingram Board to convene the Shareholders Meeting.
Shareholders are advised that the Adcock Ingram Board convened an
urgent meeting yesterday afternoon to consider the contents of the
Letters. The deadline stipulated by Bidvest and the PIC to respond
to the Letters did not allow adequate time for the Adcock Ingram
Board to properly consider the demands made or follow its own
corporate governance processes regarding the appointment of
directors. Accordingly, the written notices from Bidvest and the PIC
to convene the Shareholders Meeting came into operation at 17h00
yesterday evening, 18 February 2014.
Recognising that Bidvest and the PIC collectively hold Ordinary
Shares constituting approximately 55.5% of the Total Ordinary
Shares, the Adcock Ingram Board wishes to advise shareholders that
it intends to convene the requested Shareholders’ Meeting, in
accordance with the requirements of the Companies Act and its MOI.
Further information regarding the Shareholders Meeting, including a
notice of meeting and the resolutions for consideration by Adcock
Ingram shareholders will follow in due course but in any event no
later than 4 March 2014.
RESIGNATION OF THE CHAIRMAN OF THE ADCOCK INGRAM BOARD
In light of the contents of the Letters and the express intentions
set out therein, the Adcock Ingram Board wishes to advise
shareholders that, in terms of paragraph 3.59 of the JSE Listings
Requirements, Dr Khotso Mokhele has tendered his resignation as a
non-executive director of the Company and, accordingly, Chairman of
the Adcock Ingram Board with immediate effect.
The Adcock Ingram Board wishes to thank Dr Mokhele for his
significant contribution to the Company over the past seven years
and specifically for his leadership of the Adcock Ingram Board
during a highly challenging period for the Company these past 11
months. The Adcock Ingram Board regrets the circumstances that led
to Dr Mokhele’s decision to resign as a director and Chairman of the
Adcock Ingram Board.
The Board will be meeting within the next few days to appoint a new
Chairperson.
Midrand
19 February 2014
Sponsor to Adcock Ingram
Deutsche Securities SA Proprietary Limited
Legal Adviser
Read Hope Phillips Attorneys
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