Wrap Text
Termination of the Adcock Ingram BEE scheme
Adcock Ingram Holdings Limited AdBEE (RF) LIMITED
(Registration number 2007/016236/06) (Registration number 2015/054070/06)
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
Share code: AIP ISIN: ZAE000204897
ISIN: ZAE000123436 Share Code: ADE
(“Adcock Ingram” or “the Company”) (“AdBEE”)
TERMINATION OF THE ADCOCK INGRAM BEE SCHEME
Adcock Ingram shareholders and securities holders of AdBEE are referred to the Stock Exchange News
Service announcements issued by AdBEE and Adcock Ingram respectively dated 31 May 2019.
As securities holders of AdBEE were notified on that date, AdBEE will not initiate the process of extending the
scheme and accordingly the scheme will come to an end on 29 July 2019, being the “specified date” as
defined in the circular to Adcock Ingram shareholders dated 28 May 2015 (the “Scheme Circular”), a copy of
which is available on the Adcock Ingram website at http://www.adcock.com/Bee/Circulars.
All terms in the Scheme Circular shall bear the same meaning when used herein.
Adcock Ingram shareholders and AdBEE securities holders are accordingly advised as follows: -
1. CALCULATED VALUE R72.00 OR LESS: CANCELLATION AB INITIO
1.1. On the specified date (being 29 July 2019), if the calculated value of a scheme share does
not exceed the maximum price (being R72.00) then, subject to the provisions of paragraph 1.2
below, on the third business day after the specified date, the transaction, in its entirety, shall
ipso facto be cancelled ab initio, unless prior to the 3rd business day after the specified date,
Ad-izinyosi waives the Ad-izinyosi resolutive condition in respect of all the scheme shares.
1.2. The cancellation ab initio of the entire transaction or part thereof as contemplated above will
have the following effect -
1.2.1. the scheme shares shall cease to be subject to the pledge and shall be returned
by Ad-izinyosi in certificated form to those securities holders holding their AdBEE
securities in certificated form, as the successors-in-title to the scheme
participants, and the relevant entries shall be made by the CSDPs in question, in
regard to the remaining securities holders in AdBEE’s subregisters of securities
holders, as successors-in-title to the scheme participants;
1.2.2. the transaction (excluding the issue of the call options) shall be cancelled ab initio
and, save as regards the tax and securities transfer tax effects of the
implementation of the scheme prior to the cancellation ab initio, the status quo
ante shall be restored as between Ad-izinyosi, AdBEE and the securities holders
at the time (as the successors-in-title to the scheme participants);
1.2.3. any agreements between Ad-izinyosi and AdBEE (whether or not there are any
other parties to them) relating to the scheme and/or the holding by Ad-izinyosi of
the scheme shares, save insofar as they provide expressly to the contrary, shall
be deemed to have been cancelled.
1.3. Should the AdBEE resolutive condition be fulfilled (in other words, the calculated value is
R72.00 or less on the specified date) and the condition is not waived, as contemplated in
paragraph 3.2 of the Scheme Circular, then the following will occur -
1.3.1. trading in the AdBEE securities on the JSE shall immediately cease on the
unwind date (being the specified date). Thereafter, all transactions for the transfer
of the AdBEE securities which have been initiated with the JSE before and on the
unwind date shall be completed within three days after the unwind date in
accordance with the normal settlement provisions of Strate;
1.3.2. a register of the securities holders at the date, shall be created after three days
from the unwind date.
2. CALCULATED VALUE R72.00 OR LESS: WAIVER
If the AdBEE resolutive condition is waived by Ad-izinyosi in respect of all of the scheme shares and
Ad-izinyosi elects to pay the Ad-izinyosi indebtedness, it may do so entirely in cash or partly in cash
and partly by the delivery of the requisite scheme shares, as further set out in the Scheme Circular.
Adcock Ingram and AdBEE have received an undertaking from the board of Ad-izinyosi confirming
that it will not be waiving the AdBEE resolutive condition and accordingly, further details on this
permutation are not applicable.
3. CALCULATED VALUE ABOVE R72.00
3.1. If the resolutive condition is not fulfilled or waived - in other words the calculated value is
above R72.00, then -
3.1.1. trading in the AdBEE securities on the JSE shall immediately cease at the
specified date. Thereafter, all transactions for the transfer of the AdBEE
securities, which have been initiated with the JSE before the specified date shall
be completed within three days after such date in accordance with the normal
settlement procedures of Strate;
3.1.2. a register of the securities holders at the specified date, shall be created after
three days from such date;
3.1.3. if Ad-izinyosi settles any part of the Ad-izinyosi indebtedness on the specified
date by payment to AdBEE in cash, then -
3.1.3.1. the requisite scheme shares shall be released from the pledge and
simultaneously Ad-izinyosi shall be deemed to have made payment
of the Ad-izinyosi indebtedness by way of specific performance, by
delivery to the trustee on behalf of the securities holders. The trustee
shall procure the dematerialisation thereof where appropriate for
securities holders holding their AdBEE securities in dematerialised
form. The trustee shall as soon as reasonably possible deliver the
remaining certificated scheme shares to those securities holders
holding their AdBEE securities in certificated form. The trustee shall
procure that the relevant entries are made by the CSDPs in question,
in regard to the remaining securities holders in AdBEE’s sub-registers
of securities holders; and
3.1.3.2. the balance of the scheme shares not used to settle the balance of
the Ad-izinyosi indebtedness shall be released from the pledge and
released by AdBEE to Ad-izinyosi and AdBEE shall procure that the
trustee returns the share certificates in respect of such shares to Ad-
izinyosi.
3.2.
3.2.1. In terms of paragraph 7.2 of the Scheme Circular, AdBEE undertakes, as soon
as reasonably possible after the settlement of the Ad-izinyosi indebtedness by
Ad-izinyosi either in cash, in full, or partly in cash and the delivery of the requisite
scheme shares, or as soon as reasonably possible after AdBEE becomes entitled
to realise its security under the pledge, AdBEE shall exercise its rights thereunder
and AdBEE will transfer the same to the securities holders. If Ad-izinyosi does
not settle the Ad-izinyosi indebtedness in full on the specified date, AdBEE shall
be obliged to exercise its rights pursuant to the pledge or to release the scheme
shares from the pledge and simultaneously Ad-izinyosi shall be deemed to have
settled the Ad-izinyosi indebtedness by way of specific performance, as a result
of which AdBEE shall be obliged to deliver the scheme shares to the securities
holders in settlement of the unsettled portion of the AdBEE securities.
3.2.2. If the calculated value exceeds the maximum price then, after giving effect to the
above, AdBEE will thereafter, as soon as reasonably possible, make an
announcement as to how and when it will transfer the cash and/or scheme shares
that it has received in accordance with the above to the AdBEE securities holders.
4. SCHEME TERMINATION TIMETABLES
The timetables applicable to the above permutations, where applicable, are set out below:
4.1. Calculated Value R72.00 or less: Cancellation
2019
Determination and announcement of calculated value After close of trading
Friday, 26 July
Specified date Monday, 29 July
Last day to trade in order to be included in the AdBEE Monday, 29 July
securities register in terms of scheme
Suspension of trading of AdBEE securities Tuesday, 30 July
Last day for Ad-izinyosi to deliver waiver letter to Close of business on
Adcock Ingram and AdBEE (not applicable) Wednesday, 31 July
The transaction, in its entirety, shall ipso facto be Thursday, 1 August
cancelled ab initio on the third business day after the
specified date (as set out in paragraph 1 above)
Record date for the purpose of determining the Thursday, 1 August
securities register for AdBEE securities holders
Last day to determine the securities register on the Friday, 2 August
specified date in terms of scheme
Date of settlement and payment by Ad-izinyosi to Friday, 2 August
AdBEE of the Ad-izinyosi indebtedness
Return of scheme shares to AdBEE securities holders Monday, 5 August
(dematerialised holders will have their accounts
credited and certified holders will have their
certificates posted)
Termination of listing of AdBEE Tuesday, 6 August
4.2. Calculated Value above R72.00
2019
Determination and announcement of calculated value After close of trading
Friday, 26 July
Specified date Monday, 29 July
Last day to trade in order to be included in the AdBEE Monday, 29 July
securities register in terms of scheme
Suspension of trading of AdBEE securities Tuesday, 30 July
Record date for the purpose of determining the Thursday, 1 August
securities register for AdBEE securities holders
Last day to determine the securities register on the Friday, 2 August
specified date in terms of scheme
Delivery of cash and/or the remaining scheme shares To be determined as soon
to AdBEE securities holders (dematerialised holders as possible by AdBEE
will have their accounts credited and certified holders
will have their certificates posted) (a further announcement
will be made in this event)
Termination of listing of AdBEE 1 (one) trading day after
delivery of Adcock Ingram
shares and/or cash to
securities holders
Johannesburg
21 June 2019
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal Adviser
Edward Nathan Sonnenbergs Inc.
Date: 21/06/2019 02:45:00 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.
Sharenet Sites 
