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Results of general meeting, scheme meeting and finalisation announcement
Adcock Ingram Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2007/016236/06)
Share code: AIP ISIN: ZAE000123436
(“Adcock” or “the Company”)
RESULTS OF GENERAL MEETING, SCHEME MEETING AND FINALISATION ANNOUNCEMENT
Adcock ordinary shareholders ("Shareholders") are referred to the announcements made by the Adcock board of directors released
on the Stock Exchange News Service of the JSE Limited ("JSE") on 13 May 2015 and 28 May 2015, regarding the posting of the
Adcock Scheme document issued on 28 May 2015 ("Scheme Circular") and the AdBEE Placing document and setting out certain
salient details regarding the termination of the Existing Adcock BEE Scheme, and the New Adcock BEE Scheme which includes a
proposed scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 ("Companies Act"), between Adcock and
its Shareholders (the "Scheme"), and the financial effects thereof.
Shareholders are advised that at the general meeting and scheme meeting (“Meetings”) held on Friday, 10 July 2015, convened in
terms of the notice of Meetings contained in the Scheme Circular, all the necessary resolutions were passed by the requisite
majority of Shareholders.
In this regard, Adcock confirms the voting statistics from the Meetings as follows:
General meeting:
Shares voted (including
Total issued abstentions) disclosed as a Shares abstained disclosed as a
Number of shares shares eligible to percentage in relation to the total percentage in relation to the total
voted vote issued shares eligible to vote issued shares eligible to vote
141 221 020 168 885 185 83.61954% 0.14456%
Votes carried disclosed as a percentage
in relation to the total number of
Resolutions shares voted at the meeting
For Against Abstain
Ordinary resolution number 1:
Release of the dividend acquired ordinary shares held by Blue Falcon and Bophelo 89.43545% 10.39167% 0.17288%
Trust and approval of the repurchase of the A and B shares and cancellation of the
existing BEE Scheme
Ordinary resolution number 2:
Authority granted to directors 89.44253% 10.38459% 0.17288%
Scheme meeting:
Shares voted (including
abstentions) disclosed as a Shares abstained disclosed as a
Number of shares Total issued shares percentage in relation to the percentage in relation to the total
voted eligible to vote total issued shares eligible to vote issued shares eligible to vote
137 187 444 168 885 185 81.23119% 0.11813%
Votes carried disclosed as a percentage
in relation to the total number of
Resolutions shares voted at the meeting
For Against Abstain
Special resolution number 1:
Approval of the scheme in terms of sections 114 and 115 of the Companies Act 89.41948% 10.43510% 0.14542%
Ordinary resolution number 2:
Authority granted to directors 89.41948% 10.43510% 0.14542%
Shareholders are further advised that, the Takeover Regulation Panel has subsequently issued a compliance certificate in terms of
sections 119(4)(b) and 121(b) of the Companies Act in respect of the Scheme, and accordingly all outstanding conditions precedent
to the Scheme have now been fulfilled.
Accordingly, Shareholders are advised that the salient dates, which were set out in the Scheme Circular, are as follows:
Scheme finalisation date Friday, 10 July
Scheme last day to trade, by close of trading on Friday, 17 July
A Shareholder is not entitled during the period from commencement
of trade on the first business day following the Scheme last day to
trade until the Scheme implementation date to sell Adcock ordinary
shares on the JSE unless a valid election has been submitted by him or Monday, 20 July to
on his behalf, in terms of paragraphs 1.3, 2.2 or 3.2 (as relevant) of Friday, 24 July
the section entitled “Action Required by Shareholders” commencing
on page 4 of the Scheme Circular, in which event he shall be entitled
to sell no more than that number of Adcock shares equal to the lower
of: (a) the number of Adcock ordinary shares that he would have
remaining if he had elected to sell 15% of his Scheme shares and (b)
the relevant number of Adcock ordinary shares remaining if the
percentage of Scheme shares which he has elected to sell is greater
than 15%
Listing of AdBEE and the call options at commencement of trading
under the JSE code ADE and ISIN: ZAE000204897 and code ADEO and Monday, 20 July
ISIN: ZAE000204921, respectively at the commencement of trade on
Elections by Scheme participants in respect of the Scheme to be
received by the transfer secretaries by 12:00 on the Scheme record Friday, 24 July
date, on
Scheme record date on Friday, 24 July
Scheme implementation date: Subject to the delayed implementation
provisions regulating deemed Scheme participants, settlement of the
Scheme consideration to occur to certificated Scheme participants (if Monday, 27 July
the form of surrender and transfer (blue) and documents of title are
received by the transfer secretaries on or before 12:00 on the
Scheme record date) on
Notes:
1. No dematerialisation or rematerialisation of Adcock ordinary shares may take place between Friday, 17 July 2015 and Friday, 24 July 2015, both days inclusive.
2. All times referred to above are references to South African standard time.
Johannesburg
10 July 2015
Merchant bank, financial adviser and sponsor to Adcock
Rand Merchant Bank (A division of FirstRand Bank Limited)
Sponsor to AdBEE
Rand Merchant Bank (A division of FirstRand Bank Limited)
Corporate law advisers to Adcock
Edward Nathan Sonnenbergs Inc.
Corporate law advisers and trustee to AdBEE
Edward Nathan Sonnenbergs Inc.
Date: 10/07/2015 05:34:00 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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