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AdBEE (RF) LIMITED - Adcock Ingram Holdings Limited B-BBEE Scheme

Release Date: 31/05/2019 11:59
Code(s): ADE     PDF:  
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Adcock Ingram Holdings Limited B-BBEE Scheme

AdBEE (RF) LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2015/054070/06
ISIN: ZAE000204897
Share Code: ADE
(“AdBEE”)

ADCOCK INGRAM HOLDINGS LIMITED B-BBEE SCHEME

AdBEE Securities Holders are referred to the announcement released by Adcock Ingram Holdings Limited
(“Adcock” “Adcock Ingram” or the “Company”) on 10 July 2015 regarding the Adcock BEE Scheme (“BEE
Scheme”) which included 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 terms used in this announcement
shall bear the meanings assigned to them in the Circular to Adcock Shareholders (dated 28 May 2015 and
available for reference at http://www.adcock.co.za/Bee/Circulars) (the “Scheme Circular”) unless the context
indicates a contrary intention.

In July 2015, Adcock terminated its then empowerment scheme (which was put in place in 2010) through the
repurchase and cancellation of the A and B ordinary shares and approved the implementation of a new BEE
Scheme by way of a scheme of arrangement. In terms of the BEE Scheme, Adcock shareholders effectively
offered 25.8 million shares (15.1% of Adcock’s then issued share capital) to Ad-izinyosi at an effective price of
R52/share. As consideration for these shares, Adcock shareholders received 1 AdBEE security and
approximately 0.3 call options per Adcock Ingram share offered. In total, 8 million call options were issued to
the participating Adcock shareholders with a strike price of R72/share on maturity in July 2019 (or a later
Specified Date). On maturity, Adcock scheme participants (i.e. those Adcock Ingram shareholders who
became the AdBEE securities holders) would receive the calculated value (30-day VWAP of Adcock shares
traded on the JSE) per AdBEE security, either in cash, or shares, or combination of the two (subject to a
minimum of R52 and a maximum of R72 per AdBEE scheme share).

The BEE Scheme (at paragraph 3.2 of page 23 and at paragraph 6 on page 27 of the Scheme Circular)
envisages two possible outcomes i.e. (1) on the Specified Date the BEE Scheme terminates in accordance
with its terms; or (2) an option to extend the Specified Date by not more than a year, if voted for by Securities
Holders. Based on option (1) on the Specified Date the transaction terminates according to its terms which
broadly are as follows: -
a)   In the event that the BEE Scheme is “in the money” (i.e. the specified price is above R72) the number
     of scheme shares (equal to 25,847,959 million shares multiplied by R72, divided by the prevailing share
     price) will either be sold or a proportionate number of Adcock shares returned to repay the Ad-izinyosi
     indebtedness, with the balance of the scheme shares being retained by Ad-izinyosi, for a further 4 years.
b)   In the event that the BEE scheme is “out the money” (i.e. the specified price is below R72) the scheme
     shares will be returned to AdBEE securities holders and no Adcock shares will vest with Ad-izinyosi.
c)   Call option holders can (in either event) exercise their options between 26 June 2019 and 25 July 2019.
 
Based on option (2) above there is an option to extend the Specified Date by not more than a year in
accordance with the following:
i.   The Board of Directors of AdBEE giving written notice of 30 business days prior (14 June 2019) to the
     Specified Date to Ad-izinyosi and Adcock that it has elected to extend the BEE Scheme end date to a
     date as outlined in the notice.
ii.  Ad-izinyosi giving written notice of 28 business days prior (19 June 2019) to the Specified Date to Adcock
     and AdBEE agreeing to such extension.
iii. If the extension is approved by Ad-Izinyosi and the AdBEE directors, then the approval of such extension
     by AdBEE securities holders holding not less than 75% of the AdBEE securities (by market value),
     resent and voting is required (the “Securities Holders’ Meeting”). In this case the Specified Date shall
     be such extended date and the Securities Holders’ Meeting shall be held before the Specified Date.
iv.  The options exercise period is then automatically deferred until 30 days prior to the new Specified Date.

In order to make an informed decision as to whether or not to start the possible extension process, AdBEE
directors engaged with significant Securities Holders to establish their willingness to vote in favour of an
extension of the Specified Date should the Securities Holders’ Meeting contemplated in (iii) be convened. The
majority of Securities Holders engaged (holding well in excess of 50% of the voting rights of Securities Holders)
made it clear that they would not vote in favour of extending the Specified Date should it be put to Securities
Holders. The outcome of this engagement therefore has left the AdBEE Board with the view that there is no
merit in putting the matter to Securities Holders given that there is no prospect of the required consent being
obtained in general meeting. Accordingly, the AdBEE Board will not issue the written notice contemplated in
(i) above.

A further announcement will be published closer to the time detailing how the share exchange process on
termination of the BEE Scheme will be implemented.

Separately, in accordance with the terms of the BEE Scheme, Adcock will make an announcement on the
Stock Exchange News Service and in the press at least 30 days prior to the final date of exercise of the call
options detailing the exercise and settlement procedures of the call options, and also the exchange mechanism
and procedures of AdBEE notes for Adcock shares (based on whether the BEE scheme is “in” or “out of the
money”), together with the salient dates and times applicable thereto.

Midrand
31 May 2019

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 31/05/2019 11:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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