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ADCOCK INGRAM HOLDINGS LIMITED - Unaudited Financial Results for the six-month period ended 31 March 2014

Release Date: 27/05/2014 07:05
Code(s): AIP     PDF:  
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Unaudited Financial Results for the six-month period ended 31 March 2014

ADCOCK INGRAM HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 2007/016236/06
Income tax number 9528/919/15/3
Share code: AIP ISIN: ZAE000123436
("Adcock Ingram" or "the Company" or "the Group")


UNAUDITED FINANCIAL RESULTS
for the six-month period ended 31 March 2014


Adding value to life

Consolidated statements of comprehensive income

                                                                       Unaudited     Restated*      Restated*      
                                                                      six months    six months           year      
                                                                           ended         ended          ended      
                                                                        31 March      31 March   30 September      
                                                                            2014          2013           2013      
                                                              Note         R'000         R'000          R'000      
REVENUE                                                          2     2 432 942     2 357 414      5 229 308      
TURNOVER                                                         2     2 420 476     2 341 813      5 195 185      
Cost of sales                                                        (1 574 555)   (1 359 100)    (3 091 486)      
Gross profit                                                             845 921       982 713      2 103 699      
Selling and distribution expenses                                      (372 220)     (287 129)      (666 026)      
Marketing expenses                                                     (103 588)      (97 289)      (211 930)      
Research and development expenses                                       (49 199)      (52 051)      (104 941)      
Fixed and administrative expenses                                      (205 219)     (148 903)      (311 831)      
Trading profit                                                           115 695       397 341        808 971      
Non-trading (expenses)/income                                    3     (113 819)        28 099       (25 689)      
Operating profit                                                           1 876       425 440        783 282      
Finance income                                                   2         5 960         7 807         21 510      
Finance costs                                                           (57 001)      (24 026)       (80 018)      
Dividend income                                                  2         6 506         7 794         12 613      
Equity accounted profit attributable to joint ventures                    23 769        33 342         72 193      
(Loss)/Profit before taxation                                           (18 890)       450 357        809 580      
Taxation                                                                (19 011)     (126 971)      (213 127)      
(Loss)/Profit for the period                                            (37 901)       323 386        596 453      
Other comprehensive income                                                66 947        56 765            370      
Exchange differences on translation                                                                                
of foreign operations                                                     68 680        56 232          (772)      
Net (loss)/profit on available-for-sale asset,                                                                     
net of tax                                                                     –          (80)            247      
Movement in cash flow hedge accounting reserve,                                                                    
net of tax                                                               (1 733)           613            895      

Total comprehensive income for the period,                                                                         
net of tax                                                                29 046       380 151        596 823      
(Loss)/Profit attributable to:                                                                                     
Owners of the parent                                                    (41 861)       317 192        587 844      
Non-controlling interests                                                  3 960         6 194          8 609      
                                                                        (37 901)       323 386        596 453      
Total comprehensive income attributable to:                                                                        
Owners of the parent                                                      28 100       372 310        587 203      
Non-controlling interests                                                    946         7 841          9 620      
                                                                          29 046       380 151        596 823      
Basic (loss)/earnings per ordinary share (cents)                          (24,8)         188,0          348,6      
Diluted basic (loss)/earnings per ordinary share (cents)                  (24,8)         187,8          348,3      
Headline (loss)/earnings per ordinary share (cents)                       (23,0)         188,1          350,4      
Diluted (loss)/headline earnings per ordinary share (cents)               (23,0)         187,9          350,2      
*  Please refer to note 1.2                                                                                        


Consolidated statement of changes in equity

                                            Attributable to owners of the parent
                                                                                                  Total
                                                                                              attribut-
                                                                                     Non-       able to
                                         Issued                                   distri-      ordinary           Non-
                                          share        Share     Retained         butable        share-    controlling
                                        capital      premium       income        reserves       holders      interests         Total
                                          R'000        R'000        R'000           R'000         R'000          R'000         R'000
Balance at 30 September 2012
(restated*)                              16 872      547 400     2 502 510        356 229     3 423 011        125 500     3 548 511
Share issue                                  33        3 562                                      3 595                        3 595
Movement in treasury shares                (47)     (27 265)                                   (27 312)                     (27 312)
Share-based payment expense                                                         8 669         8 669                        8 669
Acquisition of non-controlling
interests in Ayrton Drug
Manufacturing Limited                                                 (92)                         (92)          (161)         (253)
Total comprehensive income                                         317 192         55 118       372 310          7 841       380 151
Profit for the period                                              317 192                      317 192          6 194       323 386
Other comprehensive income                                                         55 118        55 118          1 647        56 765
Dividends                                                        (195 128)                    (195 128)        (1 236)     (196 364)
Balance at 31 March 2013
(restated*)                             16 858      523 697      2 624 482        420 016     3 585 053        131 944     3 716 997
Share issue                                  6        1 498                                       1 504                        1 504
Movement in treasury shares               (32)     (21 131)                                    (21 163)                     (21 163)
Share-based payment expense                                                                       4 408          4 408         4 408
Acquisition of non-controlling
interests in Ayrton Drug
Manufacturing Limited                                                 (27)                         (27)           (62)          (89)
Total comprehensive income                                         270 652       (55 759)       214 893          1 779       216 672
Profit for the period                                              270 652                      270 652          2 415       273 067
Other comprehensive income                                                       (55 759)      (55 759)          (636)      (56 395)
Share issue expenses incurred
by subsidiary                                                                     (3 669)       (3 669)                      (3 669)
Dividends                                                        (145 010)                    (145 010)        (5 744)     (150 754)
Balance at 30 September 2013
(restated*)                            16 832      504 064       2 750 097        364 996     3 635 989        127 917     3 763 906
Share issue                                46        6 857                                        6 903                        6 903
Share-based payment expense                                                        13 252        13 252                       13 252
Acquisition of non-controlling
interests in Ayrton Drug
Manufacturing Limited                                                 (64)                         (64)          (150)         (214)
Total comprehensive income                                        (41 861)         69 961        28 100            946        29 046
Loss for the period                                               (41 861)                     (41 861)          3 960      (37 901)
Other comprehensive income                                                         69 961        69 961        (3 014)        66 947
Dividends                                                                –                            –        (1 391)       (1 391)
Balance at 31 March 2014
(unaudited)                            16 878      510 921       2 708 172        448 209     3 684 180        127 322     3 811 502
*Please refer to note 1.2


Consolidated statements of financial position

                                    Unaudited   Restated*        Restated*
                                     31 March   31 March     30 September
                                         2014       2013             2013
                                        R'000      R'000            R'000
ASSETS
Property, plant and equipment       1 637 077   1 540 260       1 648 709
Intangible assets                   1 457 593   1 513 099       1 435 716
Other financial assets                136 695     139 653         139 646
Other non-financial asset              39 972           –          36 987
Loans receivable                            –       7 250               –
Investment in joint ventures          197 321     149 111         174 237
Deferred tax                            8 513         338           7 829
Non-current assets                  3 477 171   3 349 711       3 443 124
Inventories                         1 471 878   1 278 985       1 523 076
Trade and other receivables         1 394 501   1 440 667       1 548 059
Cash and cash equivalents             149 041      42 865          97 592
Taxation receivable                   104 362      45 515          86 368
Current assets                      3 119 782   2 808 032       3 255 095
Total assets                        6 596 953   6 157 743       6 698 219
EQUITY AND LIABILITIES
Capital and reserves
Issued share capital                   16 878      16 858          16 832
Share premium                         510 921     523 697         504 064
Non-distributable reserves            448 209     420 016         364 996
Retained income                     2 708 172   2 624 482       2 750 097
Total shareholders' funds           3 684 180   3 585 053       3 635 989
Non-controlling interests             127 322     131 944         127 917
Total equity                        3 811 502   3 716 997       3 763 906
Long-term borrowings                1 005 227       3 720           2 253
Post-retirement medical liability      16 038      15 941          15 108
Deferred tax                          120 079      91 364         121 564
Non-current liabilities             1 141 344     111 025         138 925
Trade and other payables            1 116 433   1 015 360       1 295 168
Bank overdraft                        456 739     939 919       1 307 993
Short-term borrowings                   5 874     304 365         103 071
Cash-settled options                   23 201      34 373          39 150
Provisions                             41 860      35 704          50 006
Current liabilities                 1 644 107   2 329 721       2 795 388
Total equity and liabilities        6 596 953   6 157 743       6 698 219
* Please refer to note 1.2


Consolidated statements of cash flows

                                                                 Unaudited     Restated*      Restated*      
                                                                six months    six months           year      
                                                                     ended         ended          ended      
                                                                  31 March      31 March   30 September      
                                                                      2014          2013           2013      
                                                                     R'000         R'000          R'000      
Cash flows from operating activities                                                                         
Operating profit before working capital changes                    149 757       526 686      1 074 282      
Working capital changes                                           (35 753)     (405 360)      (576 688)      
Cash generated from operations                                     114 004       121 326        497 594      
Finance income, excluding receivable                                 4 895        10 394         18 699      
Finance costs, excluding accrual                                  (52 736)      (19 153)       (71 230)      
Dividend income                                                     16 506        21 502         34 990      
Dividends paid                                                     (1 391)     (196 364)      (347 118)      
Taxation paid                                                     (38 914)      (84 684)      (189 861)      
Net cash inflow/(outflow) from operating activities                 42 364     (146 979)       (56 926)      
Cash flows from investing activities                                                                         
Decrease in other financial assets                                       –             –            409      
Acquisition of Cosme business, net of cash                               –     (821 593)      (821 593)      
Purchase of property, plant and equipment                         (62 167)     (149 143)      (319 577)      
Decrease in loans receivable                                             –         2 922              –      
Proceeds on disposal of property, plant and equipment                    5             –            377      
Net cash outflow from investing activities                        (62 162)     (967 814)    (1 140 384)      
Cash flows from financing activities                                                                         
Acquisition of non-controlling interests in                                                                  
Ayrton Drug Manufacturing Limited                                    (214)         (253)          (342)      
Proceeds from issue of share capital                                 6 903         3 595          5 099      
Purchase of treasury shares                                              –      (27 312)       (48 475)      
Share issue expenses incurred by subsidiary                              –             –        (3 669)      
Increase in borrowings                                           1 005 402         3 608          3 924      
Repayment of borrowings                                          (100 000)     (200 000)      (402 980)      
Net cash inflow/(outflow) from financing activities                912 091     (220 362)      (446 443)      
Net increase/(decrease) in cash and cash equivalents               892 293   (1 335 155)    (1 643 753)      
Net foreign exchange difference on cash and cash equivalents        10 410         4 014          (735)      
Cash and cash equivalents at beginning of period               (1 210 401)       434 087        434 087      
Cash and cash equivalents at end of period                       (307 698)     (897 054)    (1 210 401)      
*  Please refer to note 1.2                                                                                  


Notes to the consolidated financial statements

1   BASIS OF PREPARATION
1.1 Introduction
    The abridged unaudited interim results have been prepared in compliance with the Listings Requirements of the JSE Limited,
    International Financial Reporting Standards (IFRS), the requirements of the International Accounting Standards (IAS) 34: Interim
    Financial Reporting, SAICA Financial Reporting Guidelines as issued by the Accounting Practices Committee and Financial
    Pronouncements as issued by the Financial Reporting Standards Council and the Companies Act, No. 71 of 2008.
    Mr Andy Hall, Deputy Chief Executive and Financial Director, is responsible for this set of financial results and has supervised the
    preparation thereof in conjunction with the Finance Executive, Ms Dorette Neethling.

1.2 Changes in accounting policies
    The accounting policies adopted are consistent with those of the previous financial year except for the adoption of the following
    amended IFRS standards and interpretations during the year:

     a)The adoption of the following standards and interpretations did not have any effect on the financial performance or position of
       the Group:
     * IFRS 10: Consolidated Financial Statements;
     * IAS 27: Consolidated and Separate Financial Statements;
     * IFRS 12: Disclosure on Interest in Other Entities;
     * IFRS 13: Fair Value Measurement; and
     * IAS 19: Employee Benefits.

     b)The adoption of the following standards impacts the disclosure of the financial position of the Group, but does not impact the
       performance of the Group:
     * IAS 28: Investments in Associates and Joint Ventures; and
     * IFRS 11: Joint Arrangements.

     The application of IAS 28 and IFRS 11 impacted the Group's recording of its interest in the joint ventures: Adcock Ingram Limited
     (India) and National Renal Care (Pty) Limited. Prior to the transition, the Group's share of the assets, liabilities, revenue, income and
     expenses of these joint ventures was proportionately consolidated. Upon adoption of IAS 28 and IFRS 11, the Group is required to
     account for its share in these entities using the equity method. This was applied retrospectively and the comparative information
     for the reporting periods in 2013 are restated. The detailed disclosures on the impact of the restatement of the September 2013
     figures can be found in Annexure I to the Annual Financial Statements for the year ended 30 September 2013. The only change to
     the revised figures reflected in that Annexure is an allocation of R33,5 million between Fixed and administrative expenses and Selling
     and distribution expenses.
         
                                                                              Unaudited     Restated*     Restated*
                                                                             six months   six months           year
                                                                                  ended        ended          ended
                                                                               31 March     31 March   30 September
                                                                                   2014         2013           2013
                                                                                  R'000        R'000          R'000
2   REVENUE                                                   
    Turnover                                                                  2 420 476    2 341 813      5 195 185
    Finance income                                                                5 960        7 807         21 510
    Dividend income                                                               6 506        7 794         12 613
                                                                              2 432 942    2 357 414      5 229 308
         

                                                                              Unaudited    Restated*      Restated*      
                                                                             six months   six months           year      
                                                                                  ended        ended          ended      
                                                                               31 March     31 March   30 September      
                                                                                   2014         2013           2013      
                                                                                  R'000        R'000          R'000      
3.  NON-TRADING (EXPENSES)/INCOME                                                                                        
    Transaction costs                                                          (91 003)            –       (34 630)      
    Impairment of intangible asset                                              (3 008)            –              –      
    Impairment of long-term receivable                                          (2 951)            –              –      
    Share-based payment expenses                                               (16 857)     (14 320)       (33 478)      
    Foreign exchange gain on Cosme acquisition                                        –       42 419         42 419      
                                                                              (113 819)       28 099       (25 689)      
4.  SEGMENT REPORTING                                                                                                    
    Turnover                                                                                                             
    Southern Africa                                                           2 190 708    2 227 939      4 809 518      
    OTC                                                                         734 119      906 058      2 002 279      
    Prescription                                                                975 032      856 707      1 852 759      
    Hospital                                                                    481 557      465 174        954 480      
    Rest of Africa                                                              135 725       80 585        220 635      
    India                                                                       106 114       39 718        178 041      
                                                                              2 432 547    2 348 242      5 208 194      
    Less: Intercompany sales                                                   (12 071)      (6 429)       (13 009)      
                                                                              2 420 476    2 341 813      5 195 185      
    Contribution after marketing expenses (CAM)                                                                              
    and operating profit                                                                                                     
    Southern Africa                                                             343 509      570 590      1 137 098      
    OTC                                                                         150 553      322 121        707 403      
    Prescription                                                                148 765      178 204        321 704      
    Hospital                                                                     44 191       70 265        107 991      
    Rest of Africa                                                               21 743       17 531         48 253      
    India                                                                        10 459       14 925         49 586      
                                                                                375 711      603 046      1 234 937      
    Less: Intercompany                                                          (5 598)      (4 751)        (9 194)      
    CAM                                                                         370 113      598 295      1 225 743      
    Less: Other operating expenses(1)                                         (368 237)    (172 855)      (442 461)      
    Research and development                                                   (49 199)     (52 051)      (104 941)      
    Fixed and administrative                                                  (319 038)    (120 804)      (337 520)      
    Operating profit                                                              1 876      425 440        783 282      
    (1)Other operating expenses are managed on a central basis                                           
    and are not allocated to operating segments.                                                                
    Total assets                                                                                                
    Southern Africa                                                           5 164 501    4 924 576      5 285 204      
    Pharmaceuticals                                                           4 452 677    4 305 599      4 585 199      
    Hospital                                                                    711 824      618 977        700 005      
    Rest of Africa                                                              277 116       85 748        286 104      
    India                                                                     1 155 336    1 147 419      1 126 911      
    Total assets                                                              6 596 953    6 157 743      6 698 219      
    

                                                                              Unaudited     Restated*     Restated*
                                                                             six months   six months           year
                                                                                  ended        ended          ended
                                                                               31 March     31 March   30 September
                                                                                   2014         2013           2013
                                                                                  R'000        R'000          R'000

5   INVENTORY
    The amount of inventories written down recognised
     as an expense in profit or loss                                             25 594       17 029         38 283

6   CAPITAL COMMITMENTS
    – contracted                                                                 33 452      235 873         34 737
    – approved, but not contracted                                               73 406       54 024        117 342
                                                                                106 858      289 897        152 079

7   HEADLINE (LOSS)/EARNINGS
    Earnings per share is derived by dividing earnings attributable
    to owners of Adcock Ingram for the period, by the weighted
    average number of shares in issue.
    Headline (loss)/earnings is determined as follows:
    (Loss)/Earnings attributable to owners of Adcock Ingram                    (41 861)       317 192       587 844
    Adjusted for:  
    Impairment of intangible asset                                                3 008             –             –
    Loss on disposal of property, plant and equipment, net of tax                    24           167         3 065
    Headline (loss)/earnings                                                   (38 829)       317 359       590 909
  
8   SHARE CAPITAL                                                                Number        Number        Number
                                                                           o   f shares     of shares     of shares
                                                                                   '000          ‘000          ‘000
    Number of ordinary shares in issue                                          201 589       201 066       201 128
    Number of A and B shares held by the BEE participants                      (25 944)      (25 944)      (25 944)
    Number of ordinary shares held by the BEE participants                      (2 571)       (2 255)       (2 571)
    Number of ordinary shares held by Group company                             (4 285)       (4 285)       (4 285)
    Net shares in issue                                                         168 789       168 582       168 328
    Headline earnings and basic earnings per share are based on:  
    Weighted average number of shares                                           168 622       168 696       168 618
    Diluted weighted average number of shares                                   168 697       168 868       168 753

INTRODUCTION
Adcock Ingram is a leading South African manufacturer, marketer and distributor of a wide range of healthcare products.
The Group enjoys a sizeable share of the private pharmaceutical market with a strong presence in over the counter (OTC) brands.
The Group is South Africa's largest supplier of hospital and critical care products and its footprint extends to other territories in
sub-Saharan Africa and India. The Group's extensive product portfolio includes branded and generic prescription medicines,
OTC/fast moving consumer goods (FMCG) brands, intravenous solutions, blood collection products and renal dialysis systems.

OPERATIONAL PERFORMANCE
The poor operational performance for the reporting period under review is regrettable and unfortunate. There are a number
of sector specific reasons for the Group's under-performance, not least, the generally negative market conditions during the
period under review, margin pressures through an under recovery of increasing input and overhead costs, these substantially
arising through unfavourable currency conversion rates, compounded by inflation of certain key overheads and an unusually
prolonged adverse product sales mix.

The Group was also the target in a protracted contest for shareholder control and not unexpectedly, the drawn out and exacting
corporate and regulatory processes preoccupied certain key management and they, together with the Board of directors
(Board), became embroiled by the demands of these events and actions. It was inevitable that there would be economic
consequences under such circumstances and apart from significant but identifiable legal and professional costs, the negative
commercial effects of this prolonged distraction, though specifically unquantifiable, must to a lesser or greater extent, be
revealed in the disappointing results set out above. Shareholder control issues were finally resolved towards the end of February
2014, when a consortium led by the Bidvest Group acquired a material interest in the Company, forcing the termination of the
proposed offer and scheme of arrangement between the Company and CFR Pharmaceuticals (Chile).

FINANCIAL REVIEW

Turnover
Sales were negatively impacted by a sharp slow-down in the over the counter (OTC) and prescription generics portfolios in
Southern Africa. Nevertheless, total Group turnover, which included the turnover of Datlabs (Zimbabwe) and Cosme (India) for
the six-month period increased by 3,4% to R2,421 million (2013: R2,342 million).

Profits
Gross profit for the six-month period decreased by 13,9% to R846 million (2013: R983 million).

Gross profit as a percentage of sales was under extreme pressure as a result of an unfavourable product sales mix and Rand
depreciation. The adverse currency exchange rates impacted negatively on the cost of imported active ingredients and other
materials, compounded by cost input inflation and the under recovery of fixed costs with certain facilities running below
capacity, particularly the oral liquids facility in Clayville.

Comparable operating overhead costs increased by 24,7% to R730 million (2013: R585 million). The significant increase relates
substantially to the inclusion of costs incurred at Datlabs and Cosme for the first time amounting to R84 million. Non-trading
expenses of R114 million include R91 million relating to the failed CFR bid process.

Net finance costs were R51 million, compared to R16 million in the comparative period as the average borrowings increased
following the acquisition of Cosme.

After net finance costs, dividends received and equity accounted profits from joint ventures, a loss before tax of R19 million
(2013: R450 million profit) was recorded. A tax liability of R19 million has been provided for, as expenditure relating to the
CFR corporate actions are not deductible for tax purposes. This results in a loss after tax of R38 million, compared to a profit of
R323 million recorded in 2013.

Headline loss
A headline loss of R39 million was recorded for the six months ended 31 March 2014, compared to 2013 headline earnings
of R317 million. This translates into a loss per share of 24,8 cents (2013: earnings of 188,0 cents) and a headline loss per share
of 23,0 cents (2013: earnings of 188,1 cents) in the current period. Absent the costs of the CFR corporate actions, headline
earnings per share on this basis would have been 29,1 cents compared to the headline loss of 23,0 cents reflected above.

Cash flows
Cash generated from operations was R114 million (2013: R121 million) after working capital increased by R36 million.
Trade accounts and other receivables decreased by R154 million and remain well controlled. Inventory decreased by R24 million
despite the overall exchange rate impact.

Total capital expenditure for the six months amounted to R62 million (2013: R149 million) which included the completion of
the tableting facility at Wadeville.

Subsequent to September 2013, the final instalment of R100 million was repaid on the capex loan facility. A secured term loan
of R1 billion was concluded with Nedbank, replacing a portion of the bank overdraft. The secured loan incurs interest payable
quarterly in arrears and the capital is due for repayment in December 2018.

BUSINESS OVERVIEW

Southern Africa
This segment encompasses all of the businesses in the Southern African region namely OTC, Prescription and Hospital. Overall,
the region posted a sales decrease of 1,7%.

OTC turnover reduced by 19% to R734 million (2013: R906 million), driven by a decline in the independent wholesale channel,
strong competition and through consumers continuing to buy down due to economic pressure.

Turnover in the Prescription business increased by 13,8% to R975 million (2013: R857 million). This was impacted by the
introduction of new products and success in being awarded certain ARV and other oral dosage tenders. The branded portfolio
performed well but sales in the generics portfolio were disappointing.

Hospital turnover increased by 3,5% over the comparable period to R482 million (2013: R465 million). The renal portfolio
continues its growth trend, but blood products and medicine delivery sales were marginally lower.

Rest of Africa and India
Revenue in the Rest of Africa, with the inclusion of Datlabs in Zimbabwe, increased 68% over the comparative period.

In Ghana sales increased by 10,3% to R60 million (2013: R55 million). Certain Adcock Ingram products in Ghana were negatively
impacted due to registration issues. The Ghanaian government also introduced a new 17,5% Value Added Tax (VAT) rate
replacing a zero VAT rating previously applicable to locally manufactured pharmaceuticals. This has generally dampened activity
in the market place and could impact negatively on sales in the short to medium term.

In East Africa, sales increased to R21 million (2013: R14 million), driven by expansion into Uganda and Rwanda and further
product registrations in Tanzania.

In Zimbabwe sales were negatively impacted by the overall cash crisis experienced in the market due to low national
government spending and delayed settlement of invoices from the local government.

Although the periods of operations are not fairly comparable, sales of R106 million were recorded in India during the period
under review compared to R40 million in 2013. The performance to date has not been optimal for various reasons but
management now have a sound understanding of the immediate market, the staffing and regulatory environment. Following
the material investment of R782 million in January 2013, management remains optimistic about the future prospects of the
Cosme business as the Indian team has developed a solid platform from which to grow the business.

REGULATORY ENVIRONMENT
The Department of Health (DOH) announced a Single Exit Price (SEP) increase of 5,8%, implemented in March 2014 for the
Prescription and OTC businesses and in April 2014 for Hospital products.

The Company is supportive of the introduction of regulations controlling complementary and alternative medicines (CAMS),
in order to maintain quality, safety and efficacy of this category of medicines. Adcock Ingram, through its membership of an
industry association, continues to engage with the Medicines Control Council (MCC) to gain clarification on their objectives.

At this stage, pending finality on the definition of a complementary medicine and any regulatory final implementation plan,
it is not possible to quantify whether there will be any material impact on the CAMS business.

PROSPECTS
Adcock Ingram, operating primarily in the South African market, remains concerned that the DOH approved SEP increase of
5,8% is insufficient to offset the impact of the weak Rand on active ingredient prices, and local wage and utilities inflation.

Sales recovery and margin pressure therefore remains of concern in the short term.

The Company is currently implementing substantive changes to its internal structures and processes in order to create more
defined but decentralised business units. The changes will inter alia create autonomous operating divisions with separate
focused strategies to best manage the challenges and opportunities in each of the Adcock Ingram businesses, while at the
same time, facilitating full accountability in each case.

These changes, in the process of implementation, are expected to be completed by 1 July 2014, hopefully triggering a
renewed focus of the Group's business operations, so as to restore the Company's profitability at the earliest possible time.
The full financial outcome of these systems and structural changes is yet to be finalised and the impact could result in further
consequential expenditure and impairments which will affect the Group's audited results for the period ending 30 June 2014.

While the road ahead is likely to be challenging, the Board remains optimistic that management will respond to the task of
successfully building on the proud history of the Company over the short to medium term.

CHANGES TO THE BOARD
Professor Matthias Haus was appointed as a member of the Audit Committee with effect from 3 December 2013.
Mr Leon Schönknecht retired as a non-executive director and Mr Andrew Thompson was not re-elected at the annual general
meeting of Adcock Ingram on Friday, 31 January 2014.

Dr Khotso Mokhele tendered his resignation as non-executive Chairman of the Board, effective 19 February 2014.

With effect from 24 February 2014, Mr Brian Joffe was appointed as non-executive Chairman of the Board. On 25 February 2014
Mr Michael (Motty) Sacks was appointed as an independent non-executive director and Chairman of the Audit Committee and
Mr Clifford Raphiri, an independent non-executive director of Adcock Ingram, was appointed as the lead independent director.

Following the resignation of Dr Jonathan Louw on 1 April 2014, Mr Kevin Wakeford was appointed as the Chief Executive Officer
of Adcock Ingram on 3 April 2014.

On 10 April 2014, Mr Lindsay Ralphs, Dr Anna Mokgokong and Mr Roshan Morar were appointed as non-executive directors
of the Company. Messrs Morar, Ralphs and Sacks have been appointed as members of the Human Resources, Remuneration
and Nominations Committee; Dr Mokgokong and Mr Wakeford have been appointed as members of the Social, Ethics and
Transformation Committee; Mr Morar has been appointed as a member of the Audit Committee; and Mr Sacks has been
appointed as a member of the Risk and Sustainability Committee.

The Board of the Company as at today is constituted as follows:
Mr B Joffe (Non-Executive Chairman)
Mr K Wakeford (Chief Executive Officer)
Mr A Hall (Deputy Chief Executive and Financial Director)
Prof M Haus (Independent Non-Executive Director)
Dr T Lesoli (Independent Non-Executive Director)
Mr M Makwana (Independent Non-Executive Director)
Dr A Mokgokong (Non-Executive Director)
Mr R Morar (Non-Executive Director)
Mr L Ralphs (Non-Executive Director)
Mr C Raphiri (Lead Independent Non-Executive Director)
Mr M Sacks (Independent Non-Executive Director)
Dr R Stewart (Independent Non-Executive Director)

CHANGE IN FINANCIAL YEAR
Shareholders are advised that for better performance management and other goal directed operational practicalities, the
Company's financial year end has been changed from September to June. Accordingly, the next formal results communication
will be the audited financial results for the nine months ending 30 June 2014.

DIVIDEND
The Board has resolved that no dividend will be considered prior to the interim results for the six-month period ending
31 December 2014.
By order of the Board

B Joffe                                   K Wakeford                               AG Hall
Chairman                                  Chief Executive Officer                  Deputy Chief Executive and Financial Director
Johannesburg
27 May 2014


Corporate information

ADCOCK INGRAM HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 2007/016236/06
Income tax number 9528/919/15/3
Share code: AIP ISIN: ZAE000123436
("Adcock Ingram" or "the Company" or "the Group")

Directors:
Mr B Joffe (Non-Executive Chairman)
Mr K Wakeford (Chief Executive Officer)
Mr A Hall (Deputy Chief Executive and Financial Director)
Prof M Haus (Independent Non-Executive Director)
Dr T Lesoli (Independent Non-Executive Director)
Mr M Makwana (Independent Non-Executive Director)
Dr A Mokgokong (Non-Executive Director)
Mr R Morar (Non-Executive Director)
Mr L Ralphs (Non-Executive Director)
Mr C Raphiri (Lead Independent Non-Executive Director)
Mr M Sacks (Independent Non-Executive Director)
Dr R Stewart (Independent Non-Executive Director)

Company secretary:
NE Simelane

Registered office:
1 New Road, Midrand, 1682

Postal address:
Private Bag X69, Bryanston, 2021

Transfer secretaries:
Computershare Investor Services (Pty) Limited
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107

Auditors:
Ernst & Young Inc.
Wanderers Office Park, 52 Corlett Drive, Illovo, 2196

Sponsor:
Deutsche Securities (SA) (Pty) Limited
3 Exchange Square, 87 Maude Street, Sandton, 2146

Bankers:
Nedbank Limited, 135 Rivonia Road, Sandown, Sandton, 2146
Rand Merchant Bank, 1 Merchant Place, corner Fredman Drive and Rivonia Road, Sandton, 2196

Attorneys:
Read Hope Phillips, 30 Melrose Boulevard, Melrose Arch, 2196

Forward-looking statements:
Adcock Ingram may, in this document, make certain statements that are not historical facts and relate to analyses and other
information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements
may also relate to our future prospects, developments and business strategies. Examples of such forward-looking statements
include, but are not limited to, statements regarding exchange rate fluctuations, volume growth, increases in market share,
total shareholder return and cost reductions. Words such as "believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could",
"may", "endeavour" and "project" and similar expressions are intended to identify such forward-looking statements, but are not
the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections and other forward-looking
statements will not be achieved. If one or more of these risks materialise, or should underlying assumptions prove incorrect, our
actual results may differ materially from those anticipated. Forward-looking statements apply only as of the date on which they
are made, and we do not undertake any obligation to update or revise any of them, whether as a result of new information,
future events or otherwise.



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