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Abridged placing announcement
AdBEE (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2015/054070/06)
Share code: ADE ISIN: ZAE000204897
("AdBEE")
ABRIDGED PLACING ANNOUNCEMENT
1. INTRODUCTION
This abridged placing announcement refers to the placing document dated 28 May
2015, prepared in terms of the Listings Requirements of the JSE Limited ("JSE")
("placing document") relating to the subscription for between 25 718 428 and 51 436
856 AdBEE securities in accordance with a scheme of arrangement in terms of
section 114 of the Companies Act, No. 71 of 2008 ("Act"), proposed by the Adcock
Ingram Holdings Limited ("Adcock") board between Adcock, Ad-izinyosi (RF)
Proprietary Limited ("Ad-izinyosi") and the holder of Adcock ordinary shares (other
than treasury shares) to which AdBEE is a party ("the scheme"). The scheme is
detailed more fully in the scheme circular distributed to Adcock shareholders on
28 May 2015 (the scheme circular).
The purpose of the scheme is for Ad-izinyosi to acquire between 25 718 428 and
51 436 856 Adcock shares, being approximately between 15% and 30% of the issued
share capital of Adcock held by the scheme participants, initially the Adcock ordinary
shareholders participating in the scheme, in consideration for the AdBEE securities
on a one for one basis for every scheme share acquired by Ad-izinyosi ("scheme
shares"). Upon the scheme being implemented the scheme participants will become
securities holders in AdBEE ("securities holders").
For a complete understanding of the scheme the scheme circular should be read in
its entirety. For a complete understanding of the rights attaching to the AdBEE
securities and the risks associated therewith the placing document should be read in
its entirety.
The JSE has approved that the AdBEE securities be listed on the Main Board of the
JSE in the "Specialist securities – Other Securities" sector as an Asset Backed
Security, under the name "ADE" and ISIN: ZAE000204897 on Monday, 20 July 2015
subject to the condition that the scheme is implemented, following which AdBEE will
then meet the requirements of the JSE in respect of the requisite shareholder
spread. AdBEE shall be obliged to pay each AdBEE security holder the pro rata
portion of the settlement or distribution received by AdBEE in settlement of or
pursuant to the obligation by Ad-izinyosi to pay AdBEE a calculated value per
scheme share at a specified future date ("Ad-izinyosi obligation"), as soon as
possible after receipt of such settlement or distribution ("AdBEE securities").
AdBEE securities will only be issued to scheme participants registered as such on
the record date of the scheme in accordance with the terms of the scheme as
detailed in the scheme circular. Scheme participants should ensure that they
understand fully the nature of the AdBEE securities and the extent of their exposure
to risks, and that they consider the suitability of AdBEE securities as an investment
in light of their own circumstances and financial position.
This abridged placing announcement is not an invitation to the public to subscribe for
shares or securities in AdBEE, but is issued in compliance with the Listings
Requirements of the JSE for the purpose of providing information to the public with
regard to the listing of AdBEE.
2. BACKGROUND AND NATURE OF BUSINESS OF ADBEE
AdBEE was incorporated in South Africa on 23 February 2015 for the specific
purpose of issuing the AdBEE securities to the securities holders who initially will be
the scheme participants. The main business, which AdBEE is to carry on, is to
assume the liabilities of Ad-izinyosi to the scheme participants in return for Ad-
izinyosi becoming indebted to AdBEE ("Ad-izinyosi indebtedness") and the proceeds
of which AdBEE will distribute to the securities holders.
A director of Edward Nathan Sonnenbergs Inc, being Professor Michael Katz, will be
the shareholder of Friedshelf 1653 Proprietary Limited (Registration number
2015/066126/07), which will in turn be the only shareholder of AdBEE.
AdBEE will be administered by the trustee, being Edward Nathan Sonnenbergs Inc,
or its successor. In view of the structure of AdBEE as outlined in the placing
document and since it will have no assets other than the Ad-izinyosi indebtedness
which it will have to use to settle the AdBEE securities, there is no possibility of the
issued share in AdBEE ever being worth more than the nominal value thereof.
As a protection for Adcock, Ad-izinyosi and the securities holders, AdBEE is subject
to a restrictive condition pursuant to section 15(2) of the Act that it shall not
undertake any transactions of any nature whatsoever other than:
– the participation in the scheme, including the assumption, by way of a delegation
from Ad-izinyosi of the Ad-izinyosi obligation, in consideration for the Ad-izinyosi
indebtedness;
– the enforcement of the Ad-izinyosi indebtedness;
– the settlement of the AdBEE securities;
– the creation, issue and listing of the AdBEE securities on the JSE;
– the enforcement of any guarantee for costs; and
– compliance with its statutory and common law obligations.
The restrictive condition shall be capable of amendment only by the passing and
registration of a special resolution after obtaining the requisite approval, if any, of the
JSE.
3. DIRECTORS OF ADBEE
Details of the directors of AdBEE are as follows:
Clifford David Raphiri
(Appointed on or about 22 April 2015)
BSc (Mechanical Engineering), Grad Dip Engineering, MBA
Clifford David Raphiri is a director for strategic capital projects for SABMiller Africa
Proprietary Limited. He was previously the manufacturing and technical director of
SAB Proprietary Limited. Mr Raphiri served on the boards of various SA Breweries
Limited subsidiaries. He is also the lead independent non-executive director for Adcock.
Paul Mpho Makwana
(Appointed on or about 22 April 2015)
B Admin (Honours) Post-Grad Dip (Retailing Management)
Paul Mpho Makwana is a non-executive director of Nedbank and Biotherm Energy
Proprietary Limited. He is the chairman of ArcelorMittal SA Limited and chairman of
the board of trustees at The New loveLife Trust. He is a trustee of the Business
Trust, Vodacom Foundation Trust, the Transaction Advisory Fund and World Wildlife
Fund South Africa. He is chairman of ITNA, an IT company. Mr Makwana is also an
independent non-executive director at Adcock.
Dr Tlalane Lesoli
(Appointed on or about 22 April 2015
MB BS (London UK), Dip of Child Health (SA)
Dr Tlalane Lesoli qualified as a medical doctor at the University of London. She is a
non-executive director of Woman Investment Africa Network and Zawadi Investments.
Dr Lesoli is a registered practitioner with the Health Professions
Council of South Africa as well as the British General Medical Council. She is also an
independent non-executive director at Adcock.
4. DETAILS OF THE ISSUE OF ADBEE SECURITIES
Issue price per AdBEE security R52.00
Aggregate number of AdBEE securities issued Between 25 718 428 and 51 436 856
The underlying assets backing the AdBEE securities will be the scheme shares,
which will be pledged to AdBEE by Adizinyosi in favour of AdBEE to secure the Ad-
izinyosi indebtedness, as set out in the scheme circular.
The following information is provided in respect of the underlying assets:
– the scheme shares are ordinary shares of 10 cents each in the issued share
capital of Adcock;
– Adcock is incorporated in South Africa and its shares are listed on the JSE;
– the relationship between Adcock, Ad-izinyosi and AdBEE is determined in
accordance with the scheme and the pledge and Adcock is party to the relationship
agreement with Ad-izinyosi;
– the audited financial results for Adcock for the financial years ended June 2014,
September 2013 and September 2012 are available on Adcock's website
(www.adcock.com/Investors/ FinancialReports); and
– the closing spot price of an Adcock share on the last practicable date of the placing
document, being Thursday, 21 May 2015 amounted to R53.20.
5. SALIENT DATES
Event 2015
Date of listing the AdBEE securities and the
Adcock call options1 on the JSE and the date from which
trading in the AdBEE securities and
call options (note 1) will commence on 20 July
Record date of the scheme at the close of business on 24 July
Date from which the AdBEE securities and the
Adcock call options will be made available or posted
to certificated scheme participants (if documents of title
are received on or prior to the record date of
the scheme) or, failing that, within five business days
of receipt of the relevant documents of title by the
transfer secretaries on 27 July
Dematerialised scheme participants will have the
AdBEE securities and Adcock call options credited to
their account held at their CSDP or broker on 27 July
Operative date of the scheme at the commencement of
business on 27 July
Note 1
As a further term of the scheme, Adcock will grant the right to all scheme
participants to acquire in aggregate 8 million new Adcock ordinary shares at a strike
price per Adcock option of R72.00 per Adcock share (adjusted if during the
transaction period the issued share capital and/or share premium of Adcock is
increased or reduced by way of a share split or share consolidation from that
prevailing on the operative date) and which can be exercised at any time within the
30-day period prior to the transaction end date ("Adcock call options"). The Adcock
call options will be traded at the commencement of trade under the JSE code
"ADEO" and short name "ADCOCK OP", ISIN: ZAE000204921, on the JSE on
Monday, 27 July 2015 in the Pharmaceutical sector.
Subscription for AdBEE securities can only be made in terms of the scheme whereby
the scheme participants will receive the AdBEE securities as consideration for the
disposal of their scheme shares to Ad-izinyosi. Accordingly, scheme participants are
referred to the procedures of the scheme as set out in the scheme circular. The
AdBEE securities will be issued to the scheme participants in accordance with the
table of entitlements set out in Annexure B to the placing document.
6. COPIES OF THE PLACING DOCUMENT
Copies of the placing document (in English only) can be obtained from the website
www.adcock.com and/or the addresses below, during normal business hours up to
and including 17 July 2015:
The registered office of AdBEE
1 New Road, Midrand, 1682
The transfer secretaries
Computershare Investor Services Proprietary Limited
Ground Floor, 70 Marshall Street, Johannesburg, 2001
Midrand
13 July 2015
Merchant bank, financial adviser and sponsor to AdBEE Corporate law advisers and
trustee to AdBEE
Date: 13/07/2015 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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,
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