ADCOCK INGRAM HOLDINGS LIMITED - Disposal of 100% shareholding in Adcock Ingram Healthcare Private Limited, the marketing & selling operation - India

Disposal of 100% shareholding in Adcock Ingram Healthcare Private Limited, the marketing & selling operation - India

Adcock Ingram Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2007/016236/06)
Share code: AIP ISIN: 000123436
("Adcock" or "the Company")


DISPOSAL OF 100% SHAREHOLDING IN ADCOCK INGRAM HEALTHCARE PRIVATE LIMITED, THE MARKETING AND
SELLING OPERATION IN INDIA


1.   Introduction
     Adcock, through its wholly-owned subsidiaries, Adcock Ingram International (Pty) Limited and Adcock Ingram Healthcare
     (Pty) Limited (jointly referred to as the "Sellers"), owns an effective 100% shareholding in Adcock Ingram Healthcare
     Private Limited (“Adcock Healthcare”) which operates its Indian pharmaceutical marketing and selling business.
     Adcock shareholders are advised that the Sellers have entered into definitive agreements with Samara Capital Partners
     Fund II Limited (“Samara”), an India focused private equity firm, for the disposal of their entire shareholding in Adcock
     Healthcare, subject to fulfillment of the conditions precedent set out below, for an Enterprise Value of Indian Rupees
     1,510 million (ZAR 336 million) hereinafter referred to as "Disposal". The proceeds of the Disposal will be settled in cash
     by Samara, however, the exact Equity Value will be calculated upon fulfillment of the conditions precedent set out below.

2.   Description of the business of Adcock Healthcare
     Adcock Healthcare is engaged in the manufacturing, marketing and distribution of pharmaceutical formulations in India.
     One of the divisions of Adcock Healthcare, hereinafter referred to as "Regulatory Services Business", provides
     transactional back office support service in the areas of regulatory services (drug dossiers, regulatory filings, etc.), quality
     control and assurance, medical affairs, information technology support and R&D services to Adcock. The Regulatory
     Services Business is not included in the Disposal and would be separated from Adcock Healthcare.

3.   Rationale for the Disposal
     The Indian pharmaceutical marketing and selling business does not meet the Company’s current investment criteria and
     as a result the Company has decided to exit this business.

4.   Conditions precedent to the Disposal
     The Disposal is subject to the fulfillment or waiver of conditions outlined hereinafter - the approval by the Foreign
     Investment Promotion Board in India, the separation of the Regulatory Services Business from Adcock Healthcare, the
     renewal of material contracts and other conditions of administrative nature which are usual for a transaction of this nature.
     The effective date of the Disposal is expected to be end of July 2016 unless the parties agree otherwise.

5.   Financial effects of the Disposal
     As at 31 December 2015, Adcock Healthcare had net assets of ZAR 701.2 million and reported a net profit of ZAR 2.1
     million for the six month period ended 31 December 2015. As required by International Financial Reporting Standards
     (IAS 21), Adcock will reclassify the cumulative foreign currency translation reserve (FCTR) of R252.7 million, relating to
     this business, out of equity into profit and loss. This is a non-cash entry and will give rise to a FCTR profit.

6.   Categorisation
     The Disposal constitutes a Category 2 transaction in terms of Section 9 of the JSE limited Listings Requirements.
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7.   Further announcement
     A further announcement will be released on the Stock Exchange News Service when the conditions precedent to the
     Disposal have been fulfilled or waived as the case may be.


Johannesburg
6 April 2016

Investment Bank, Financial Advisor and JSE Sponsor to Adcock
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

International Legal Counsel to Adcock
Cyril Amarchand Mangaldas

South African Legal Counsel to Adcock
Edward Nathan Sonnenbergs Inc.




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