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Mon 25 Aug 2008, 11:30 AIP - Adcock Ingram Holdings Limited - Abridged pre-
JSE
ADC1                                                                            
AIP - Adcock Ingram Holdings Limited - Abridged pre-                            
listing statement                                                               
Adcock Ingram Holdings Limited ("Adcock" or the                                 
"company")                                                                      
(Incorporated in the Republic of South Africa)                                  
(formerly "Newshelf 891 (Proprietary) Limited")                                 
(Registration No. 2007/016236/06)                                               
Share code: AIP                                                                 
ISIN: ZAE000123436                                                              
ABRIDGED PRE-LISTING STATEMENT                                                  
Abridged pre-listing statement relating to the listing of                       
Adcock Ingram Holdings Limited on the JSE Limited ("JSE")                       
with effect from the commencement of business on 25                             
August 2008.                                                                    
This abridged pre-listing statement is not an invitation                        
to the public to subscribe for shares in Adcock, but is                         
issued in compliance with the Listings Requirements of                          
the JSE for the purpose of providing information to the                         
public with regard to Adcock. This abridged pre-listing                         
statement contains extracts of the salient features of                          
the pre-listing statement, which extracts are qualified                         
and/or contextualised by, and should be read with, that                         
pre-listing statement.                                                          
1.   INTRODUCTION                                                               
The  separate listing and subsequent unbundling of Adcock                       
is  subject  to  the fulfilment of the  following  inter-                       
conditional conditions precedent, namely the  passing  at                       
the  general  meeting  of shareholders  of  Tiger  Brands                       
Limited ("Tiger Brands") to be held at 10h00 on Thursday,                       
14  August 2008 at the registered office of Tiger  Brands                       
of the resolutions required to -                                                
*    implement the unbundling; and                                              
*     effect the required amendments to the Tiger  Brands                       
share  option and share purchase schemes and approve  the                       
creation of the Adcock share incentive schemes.                                 
Subject to Tiger Brands shareholder approval, Tiger                             
Brands will unbundle its entire shareholding in Adcock.                         
Accordingly, approximately 172 558 278 Adcock ordinary                          
shares of R0.10 par value each will be listed on the Main                       
Board of the JSE in the "Pharmaceuticals" sector under                          
the short name "Adcock" and share code "AIP", with effect                       
from the commencement of business on 25 August 2008.                            
Tiger Brands shareholders (including Tiger Consumer                             
Brands Limited, a wholly-owned subsidiary of Tiger                              
Brands) who are recorded on the register on 29 August                           
2008 will receive one Adcock share for every one Tiger                          
Brands share held on such date.                                                 
2.   OVERVIEW OF THE BUSINESS OF ADCOCK                                         
Adcock consists of two principal divisions, namely the                          
Pharmaceutical and Hospital Products divisions.                                 
Pharmaceutical                                                                  
The  Pharmaceutical  division manufactures,  markets  and                       
sells  branded  and  generic prescription  and  over-the-                       
counter  ("OTC") products. The division offers a  diverse                       
range  of  molecules  in  a wide  range  of  formulations                       
including  solids, liquids, inhalations and  injectables.                       
The Pharmaceutical division is split into two categories,                       
being  prescription  medicines  and  OTC  medicines.  The                       
prescription  category comprises  Schedule  3  and  above                       
drugs. The OTC or self-medication category comprises non-                       
prescription Schedule 0 to 2 drugs.                                             
Hospital Products                                                               
The  Hospital  Products division provides a comprehensive                       
range of life-saving and life-enhancing products used  in                       
hospitals,  clinics,  blood transfusion  centres,  kidney                       
dialysis  units,  laboratories and by patients  at  home.                       
Products  supplied include intravenous  fluids,  infusion                       
pumps,  hospital  pharmaceuticals, wound  care  products,                       
renal  care  products and disposables.  Furthermore,  the                       
division  supplies a range of equipment  and  disposables                       
used  in the collection, processing and storage of  blood                       
and  blood  products.  The scientific  business  provides                       
laboratory  and  diagnostic equipment and consumables  to                       
the hospital, pathology laboratory, industrial laboratory                       
and academic research market sectors.                                           
3.   INVESTMENT HIGHLIGHTS                                                      
3.1. Market leading position in South Africa                                    
Adcock  is a leading South African healthcare group  with                       
an  overall 11.3% share of the private healthcare  market                       
(prescription and OTC). Adcock`s Pharmaceutical  division                       
holds  the No. 1 position in OTC medicines and the No.  2                       
position  in  prescription  generics.  Doctors  in  South                       
Africa  prescribe more Adcock products than those of  any                       
other  company. Adcock has leading market shares  in  key                       
segments,  with  two  prescription brands  (namely  Synap                       
Forte and Adco-Zolpidem) ranked No. 1 in their respective                       
treatment segments. In addition, Adcock has three of  the                       
top  ten  OTC brands, namely Adco-Dol, Panado and Corenza                       
C.  Other household names include Citro Soda, Compral and                       
Bioplus.   Adcock  ranks  second  amongst  pharmaceutical                       
companies  in  the  fast-moving-consumer-goods   ("FMCG")                       
channel.                                                                        
Adcock`s  Hospital  Products division is  South  Africa`s                       
leading  supplier of hospital and critical care products,                       
blood  systems  and accessories as well as products  used                       
for  renal  dialysis.  The division  has  leading  market                       
shares estimated by management to be 36% in renal and 64%                       
in  blood,  as  well as significant market  positions  in                       
medicine delivery of 11% and scientific products of 8%.                         
3.2. Industry leading brand name                                                
As  a leading healthcare corporate brand in South Africa,                       
Adcock  benefits from strong brand loyalty. The brand  is                       
over  100 years old and is highly recognised and  trusted                       
in South Africa as a mark of quality with "first to mind"                       
product brands. According to the recent Campbell Belman`s                       
Confidence  Standing Amongst Companies survey (local  and                       
multinational)  which  measures  pharmacist  and  general                       
practitioner    feedback   in   relation    to    certain                       
characteristics like trust in the company, trust  in  the                       
products,  future prospects, communication  and  service,                       
Adcock   is   ranked   first  and   second   by   general                       
practitioners  and  pharmacists respectively  out  of  12                       
generic   companies  and  second  out  of  32   OTC/self-                       
medication companies at a pharmacy level in South Africa.                       
The  Adcock  brand  has  had a strong  relationship  with                       
hospitals  and healthcare professionals since  the  early                       
1950`s.                                                                         
3.3. Broad and high quality product portfolio                                   
The Pharmaceutical division has a comprehensive portfolio                       
of  branded and generic prescription medicines  across  a                       
broad range of therapeutic areas. In addition, Adcock has                       
a  quality portfolio of OTC products represented  in  key                       
therapeutic   categories  including   cough   and   cold,                       
analgesics and gastrointestinal tract.                                          
Adcock`s   product  offering  spans  a  wide   array   of                       
formulations. In liquids, Adcock is the leading  supplier                       
in South Africa.                                                                
The  Hospital Products division has a comprehensive range                       
of  intravenous solutions, generic injectables,  infusion                       
pumps  and  related consumables. In addition, the  Adcock                       
Group  offers  products for haemodialysis and  peritoneal                       
dialysis,  products  for the collection,  processing  and                       
storage  of blood components, and a portfolio of products                       
and  services  for  clinical  diagnostics  and  molecular                       
biology.                                                                        
3.4. Strong product pipeline                                                    
Adcock  has a strong pipeline of new products across  all                       
therapeutic   areas   and  product  lines.   The   Adcock                       
development  team launched 11 new products  during  2007.                       
Adcock  also recently launched an anti-retroviral ("ARV")                       
drug  portfolio, researched and developed  in  its  World                       
Health Organisation approved R&D facility. In this regard                       
Adcock`s   status   as  a  participant   in   the   local                       
pharmaceutical industry provides advantages in being able                       
to  secure a significant share of the Government`s  spend                       
on  ARVs.  Recently,  Adcock was awarded  a  2  year  ARV                       
contract worth R663 million in total.                                           
3.5. Strong partnerships                                                        
Adcock has been successful in sourcing and maintaining  a                       
number  of  in-licensing agreements with  leading  global                       
healthcare  companies including Baxter  Healthcare  S.A.,                       
Fenwal  Blood  Technologies,  Gambro,  Becton  Dickinson,                       
Getinge  Group,  ConvaTec  (a division  of  Bristol-Myers                       
Squibb), Shire, Leo Pharma, Mundipharma International and                       
The  Menarini  Group.  These strong  partnerships  enable                       
Adcock  to  launch  new products into the  South  African                       
market,  many of which are superior to existing  marketed                       
products.                                                                       
3.6. Cost efficient manufacturing base                                          
Through  its low-cost manufacturing facilities  in  South                       
Africa and recently established facility in India, Adcock                       
is able to maintain a cost-efficient manufacturing base.                        
3.7. Highly specialised sales force supported by a strong                       
service franchise                                                              
Adcock`s sales force of 277 full time employees is highly                       
specialised  and is split by customer and product  group.                       
Strong relationships have been forged with physicians and                       
pharmacists in the public and private markets. Adcock  is                       
renowned  for  its after market support and  services  to                       
both  customers  and patients, thereby ensuring  a  loyal                       
customer base and a high level of repeat business.                              
3.8. Strong management team with proven track record                            
The nine senior executive managers have over 100 years of                       
combined industry experience and have been with Adcock on                       
a combined basis for over 50 years.                                             
3.9. Positive growth in the healthcare sector in the                            
 medium to long term                                                            
The   South  African  healthcare  market  benefits   from                       
favourable   demographic  trends,  such   as   Government                       
initiatives to combat HIV/AIDS, sustained growth  in  the                       
middle   class  who  enjoy  increasing  levels  of   real                       
disposable   income   and  increased   accessibility   to                       
healthcare  products. Government policy  is  targeted  at                       
increasing  the number of individuals on private  medical                       
insurance  through  initiatives such  as  the  Government                       
Employee  and  Low  Income  Medical  Schemes.  There  are                       
increased levels of education on the benefits of  western                       
medicine   leading  to  a  move  away  from   traditional                       
therapies  to  western drugs/treatments.  There  is  also                       
ongoing   significant  capital  expenditure   in   public                       
hospitals  to  replace ageing medical  equipment  and  to                       
upgrade facilities.                                                             
3.10.     Leverage South African platform into Africa and                       
 other international markets                                                    
Adcock has been active in the rest of Africa for the past                       
15  years  and has developed a substantial footprint  and                       
client  base  in  the region. Adcock is  well  placed  to                       
leverage  this  business with an  extensive  offering  of                       
products  into  further African and  other  international                       
markets.                                                                        
4.   BUSINESS STRATEGY                                                          
Adcock`s  business  strategy is based on  leveraging  the                       
following key strengths:                                                        
*      an  industry  leading  footprint  in  prescription                       
products,  OTC  and hospital products,  thus  ensuring  a                       
loyal  customer  base of doctors, pharmacists,  hospitals                       
and retailers;                                                                  
*     a  leading  corporate brand in  the  South  African                       
healthcare industry with a heritage of trusted quality;                         
*     the ability to attract and retain key people in the                       
industry; and                                                                   
*     a spread of key principals with a strong innovation                       
pipeline.                                                                       
These key strengths permit Adcock to execute its business                       
strategy  by focusing on the following primary  strategic                       
initiatives:                                                                    
a) Increase market penetration                                                  
Adcock  will  continue  to  promote  its  market  leading                       
products  through  the  promotion of  its  corporate  and                       
product specific brand image to increase penetration  and                       
maintain its "top of mind" position.                                            
b) Secure further market share by launching new products                        
To secure additional market share in South Africa, Adcock                       
intends  to launch new products in both existing and  new                       
therapeutic areas through the timely introduction of  new                       
generic   products.   Adcock`s  ability  to   effectively                       
promote  new  products  is as  a  result  of  its  strong                       
corporate  brand name and specialised sales and marketing                       
infrastructure.                                                                 
c) Focus on cost-efficient manufacturing                                        
Adcock   has  a  programme  to  optimise  its  production                       
processes which includes improving and further automating                       
its   Pharmaceutical   Inspection  Convention   ("PIC/s")                       
approved production facilities in South Africa, with  the                       
aim  of  gaining international accreditation, as well  as                       
transferring,  where  appropriate, certain  manufacturing                       
capabilities  to  its facility in India, thereby  further                       
reducing the overall cost base.                                                 
d) Capture significant demand in sub-Saharan Africa                             
Adcock   has  been  successful  in  becoming  a  domestic                       
supplier of choice in its local markets.  Adcock`s  local                       
platform  strength provides the opportunity to  replicate                       
this success in other sub-Saharan markets.                                      
e)  Growth through acquisitions and in-licensing  of  new                       
products                                                                        
Adcock  intends  to  continue to source  new  proprietary                       
products  by  leveraging  its  strong  local  brand  name                       
supported  by  its specialised sales and marketing  teams                       
and  after-market  service offering. In addition,  Adcock                       
has  a  well  established track record  in  sourcing  and                       
concluding value adding acquisitions.                                           
5.   ADCOCK PROSPECTS                                                           
5.1. Growth outlook                                                             
Adcock`s  growth prospects are closely aligned  with  its                       
ability to execute the following initiatives:                                   
a)     Optimise   its  existing  branded   portfolio   by                       
 leveraging off its pharmacy competence platform into the                       
 rapidly growing FMCG sector and moving into adjacent and                       
 new healthcare categories.                                                     
b)   Pursue meaningful organic growth opportunities by:                         
 *     growing its profile as the multinational  partner                        
 of choice in Africa;                                                           
 *     innovation in regard to its substantial portfolio                        
of branded products;                                                           
 *    more actively targeting the public tender market;                         
 *     leveraging its proprietary portfolio of ARVs into                        
 a market which is set to grow exponentially;                                   
*     developing its industry leading footprint  across                        
 sub-Saharan Africa; and                                                        
 *    continuing to deliver world class service.                                
c)    Make  acquisitions  in selected markets,  targeting                       
local and adjacent category businesses; expansion  into                        
 Africa  and making selective international acquisitions                        
 which  will  enable the business to  benefit  from  new                        
 intellectual property.                                                         
d)   Develop exportable competencies by taking advantage                        
of Adcock`s world class formulation and manufacturing                           
skills.                                                                         
e)   Implement meaningful transformation across the                             
business with particular emphasis on ownership, socio-                          
economic development, employment equity and preferential                        
procurement.                                                                    
Adcock   is   well  positioned  to  execute   the   above                       
initiatives, based on its existing key capabilities which                       
it  has successfully demonstrated over many years.  These                       
include:                                                                        
 *     the  ability to attract, retain and  develop  key                        
people;                                                                        
 *     a  long  standing  reputation for  innovation  in                        
 formulations and new product development;                                      
 *    excellence in brand building, customer and channel                        
management;                                                                    
 *    cost leadership in manufacturing and distribution;                        
 *        long    standing    international    licensing                        
 relationships with industry leading principals; and                            
*     extensive  pharmacy, FMCG,  hospital  and  doctor                        
 relationships.                                                                 
5.2. Capital expenditure programme                                              
Adcock`s  renewal  and expansion programme  is  primarily                       
focused in the short to medium term on the following  key                       
projects:                                                                       
 *      ongoing  upgrades  of  existing  facilities   in                        
 compliance with PIC/s requirements;                                            
*     the  construction in 2009 and  2010  of  a  green                        
 fields  high  volume liquids manufacturing facility  in                        
 South Africa; and                                                              
 *     upgrades to the new office in Midrand as well  as                        
the development of a co-located distribution centre  in                        
 2008 and 2009.                                                                 
The  total capital expenditure for these key projects  is                       
forecast   at  approximately  R850  million,   with   the                       
expenditure being phased over three years as follows:                           
 *    2008 - R150 million;                                                      
 *    2009 - R400 million; and                                                  
 *    2010 - R300 million                                                       
This  capital expenditure is expected to be  funded  from                       
the internally generated business cash flows of Adcock.                         
5.3. Challenges                                                                 
Adcock,   being  an  industry  leading  player   in   the                       
healthcare  sector,  is  subject  to  the  following  key                       
strategic challenges:                                                           
a)   Regulation                                                                 
 Regulation in the healthcare sector globally  continues                        
to increase as the cost of healthcare remains a primary                        
 focus   for   many  governments.  The   South   African                        
 healthcare  industry  has followed  many  international                        
 regulatory  trends,  but  also  has  it  own   peculiar                        
dynamics. A significant step in the regulatory  process                        
 was  the  introduction of Single Exit Pricing in  2004.                        
 The  South African regulator has also recently proposed                        
 the introduction of International Benchmarking.                                
Uncertainty  concerning  the form  which  International                        
 Benchmarking will take in South Africa and when it will                        
 be  introduced  is  a challenge for  Adcock  and  other                        
 industry players. Adcock is actively engaging with  the                        
Pricing  Unit of the Pricing Committee via the industry                        
 body  (Pharmaceutical  Industry  Association  of  South                        
 Africa  -  "PIASA") to negotiate an outcome which  will                        
 assist in ensuring that Adcock and the industry is in a                        
position to continue to expand and have the capacity to                        
 invest for the long term.                                                      
b)   Competition                                                                
 The  South  African  market continues  to  attract  new                        
international  and  domestic  competitors  due  to  the                        
 favourable  conditions and prospects that  the  country                        
 continues  to  enjoy.  This  increased  competition  is                        
 likely  to  compress margins for the  entire  industry,                        
however  Adcock is well positioned to protect and  grow                        
 market  share as a result of its substantial  portfolio                        
 of  products,  household brands and  strong  management                        
 team.                                                                          
Although   the   challenges  which  Adcock   face   are                        
 substantial, the underlying dynamics of the  healthcare                        
 sector  continue to offer industry players  an  overall                        
 attractive  outlook. The key industry dynamics  are  as                        
follows:                                                                       
 *     increased  access to medical schemes  (Government                        
 Employee and Low Income Medical Schemes);                                      
 *     continued economic growth and the emergence of  a                        
sizeable black middle class;                                                   
 *    ageing population;                                                        
 * general under-diagnosis of many diseases;                                    
 *      private   and   public  hospital  infrastructure                        
expansion;                                                                     
 *    substantial funding being made available to combat                        
 HIV/AIDS; and                                                                  
 *     a  move away from traditional remedies to western                        
medicines.                                                                     
6.   CAPITAL STRUCTURE                                                          
Adcock will be listed with a total net debt of                                  
approximately R250 million.                                                     
7.   BAXTER HEALTHCARE S.A. RELATIONSHIP AND OPTION                             
 AGREEMENT                                                                      
7.1. Background                                                                 
Baxter  Healthcare  S.A.  ("Baxter"),  a  Swiss  company,                       
operates  as  a healthcare company worldwide.  It  offers                       
medical   devices,  pharmaceuticals,  and   biotechnology                       
products   for  the  treatment  of  haemophilia,   immune                       
disorders,  cancer, infectious diseases, kidney  disease,                       
trauma, and other chronic and acute medical conditions.                         
Adcock  enjoys  a  longstanding and  mutually  beneficial                       
relationship with Baxter.  Up until 1986 Baxter owned 40%                       
of  the hospital products division at which time it  sold                       
its   shareholding   to   Adcock   in   compliance   with                       
international sanctions on South Africa at the time.                            
However,  Baxter  has  continued to  supply  a  range  of                       
hospital  products  and intellectual know-how  to  Adcock                       
Ingram  Critical Care (Pty) Ltd ("AICC") and recently  it                       
was  agreed  by  both parties that it was appropriate  to                       
redefine the relationship that had its origin in the late                       
1940`s.  Accordingly, Adcock has entered into a suite  of                       
inter-related agreements which supersede the pre-existing                       
relationship.   These  agreements  included   a   licence                       
agreement,  a  distribution agreement,  a  raw  materials                       
supply  agreement  and the option agreement.  Baxter  has                       
extended  its  exclusive relationship  with  AICC  for  a                       
further period of 15 years from March 2008.                                     
7.2. The option agreement                                                       
The  option agreement excludes Adcock`s interest  in  The                       
Scientific  Group (Proprietary) Limited which houses  the                       
scientific  business  of Adcock. The scientific  business                       
provides   laboratory   and  diagnostic   equipment   and                       
consumables   to  the  hospital,  pathology   laboratory,                       
industrial   laboratory  and  academic  research   market                       
sectors.                                                                        
In  terms  of the option agreement, Baxter is  granted  a                       
call  option  to purchase 50% plus 1 share ("Call  Option                       
Shares") of the share capital of AICC held by Adcock  for                       
its  fair market value at the time of exercise. The  fair                       
market  value  of the Call Option Shares will  be  agreed                       
between the parties or, if not agreed, will be determined                       
by  an independent expert, whose recommendation shall  be                       
final and binding on all parties. In either instance, the                       
fair  market  value of the Call Option  Shares  shall  be                       
determined  in accordance with the discounted  cash  flow                       
valuation  technique as set out in the option  agreement.                       
The call option exercise price for the Call Option Shares                       
will  not  exceed R4 862 million and will be  settled  in                       
cash.                                                                           
The  timing  of  the  exercise  of  the  call  option  is                       
dependent on the date when Baxter exercises its right  to                       
request that a determination of the fair market value  of                       
the  Call  Option  Shares be made, which  request  period                       
commences on 1 February 2010 and ends on 31 July 2010. In                       
terms  of  the  option  agreement,  the  call  option  is                       
exercisable  by  Baxter at its discretion  during  a  two                       
month period commencing from the date on which Adcock and                       
Baxter  reach agreement on the fair market value  of  the                       
Call  Option  Shares.  In terms of this  process,  it  is                       
estimated  that  the  earliest date  on  which  the  sale                       
resulting from the exercise of the call option will close                       
is  1  January  2011,  subject to  the  approval  of  the                       
proposed sale by the competition authorities.                                   
If  Baxter  exercises the call option and  the  resulting                       
sale is implemented, then Adcock has a put option to sell                       
its  remaining  stake ("Put Option Shares")  in  AICC  to                       
Baxter, which put option process may be initiated at  any                       
time  during  the fourth month after Baxter has  acquired                       
the  Call  Option  Shares. The price of  the  Put  Option                       
Shares will be derived using the same valuation technique                       
to  establish  the  price of the Call  Option  Shares  as                       
described above.                                                                
Both  sales,  if concluded, will be subject to  customary                       
terms  and conditions, including inter alia the obtaining                       
of  necessary  regulatory  approvals.  The  parties  have                       
agreed  on  certain  restrictive  covenants  designed  to                       
protect  the  value  of the call and  put  options  until                       
exercised or lapsed. AICC is not, however, prevented from                       
consummating a black economic empowerment transaction.                          
If  Baxter  does not exercise its call option,  then  the                       
relationship  between Baxter and AICC continues  for  the                       
remainder of the 15 year period commencing in March 2008.                       
If  the  put option is not exercised by Adcock  during  a                       
period  of  one month commencing from the date  on  which                       
Adcock  and  Baxter reach agreement on  the  fair  market                       
value  of  the  Put  Option  Shares  or  such  value   is                       
determined by the independent expert, then the put option                       
shall lapse.                                                                    
8.   FINANCIAL OVERVIEW                                                         
Adcock`s three years of audited consolidated financial                          
information for the years ended 30 September 2005, 2006                         
and 2007 ("full year results") as well as reviewed                              
interim results for the 6 months ended 31 March 2007 and                        
2008 are available on the websites of Tiger Brands                              
(www.tigerbrands.com) and Adcock (www.adcock.co.za). The                        
full year results as well as the reviewed results for the                       
6 months ended 31 March 2007 include the Consumer                               
division (personal care, home care and baby care) which                         
was sold to Tiger Brands in April 2007. Accordingly,                            
these results are considered to not fairly reflect the                          
stand-alone financial performance of Adcock over the                            
respective periods.                                                             
8.1. Pro forma financial statements for the financial                           
 year ended 30 September 2007                                                   
The following abridged pro-forma financial information                          
excludes the Consumer division, adjusts for Adcock`s                            
unbundled net debt position (of approximately R250                              
million) and adjusts for other relevant separation                              
implications. The full pro forma financials are also                            
available on the websites of Tiger Brands and Adcock. The                       
abridged pro forma financial information is prepared for                        
illustrative purposes only and because of its nature may                        
not give a true picture of Adcock`s financial position,                         
changes in equity, results of its operations or cash                            
flows.                                                                          
8.1.1.    Abridged pro forma income statement for the                           
  financial year ended 30 September 2007                                        
R m                                              Pro forma                      
                                                    Group                       
                                                     2007                       
                                                  2 879.2                       
Turnover                                                                        
Operating income before                              944.1                      
abnormal items                                                                  
Abnormal items                                      (45.8)                      
Operating income after                               898.3                      
abnormal items                                                                  
Interest paid                                      (135.8)                      
Interest received                                     56.7                      
Profit before taxation                               819.2                      
Taxation                                           (241.1)                      
PROFIT FOR THE YEAR                                  578.1                      
                                                                                
Attributable to equity holders                       570.4                      
of the parent                                                                   
Attributable to minorities                             7.7                      
                                                    578.1                       
Number of shares to be issued                        172.4                      
(m)                                                                             
Earnings per share (in cents)                        330.9                      
Headline earnings per share                          376.5                      
(in cents)                                                                      
8.1.2.    Abridged pro forma balance sheet as at 30                             
  September 2007                                                                
R m                                              Pro forma                      
Group                       
                                                     2007                       
                                                    661.8                       
Non-current assets                                                              
Property, plant & equipment                          260.0                      
Goodwill and other                                   234.8                      
intangibles                                                                     
Investments                                          150.5                      
Deferred taxation                                     16.5                      
                                                                                
Current assets                                     1 666.7                      
Inventories                                          433.0                      
Trade and other receivables                          668.3                      
Amounts due by holding                                16.4                      
company and fellow subsidiary                                                   
Cash and cash equivalents                            549.0                      

TOTAL ASSETS                                       2 328.5                      
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves                                 952.6                      
Ordinary share capital and                         1 104.7                      
share premium                                                                   
Non-distributable reserves                            59.5                      
Accumulated deficit                                (211.6)                      
                                                     20.7                       
Minority interest                                                               
TOTAL EQUITY                                         973.3                      

Non-current liabilities                              451.3                      
Deferred taxation                                     31.3                      
Provision for post-retirement                         12.8                      
medical aid                                                                     
Long-term borrowings                                 407.2                      
                                                                                
Current liabilities                                  903.9                      
Trade and other payables                             449.9                      
Provisions                                            39.7                      
Taxation                                               5.2                      
Short term borrowings                                408.4                      
Shareholders for dividends                             0.7                      
                                                                                
TOTAL EQUITY AND LIABILITIES                       2 328.5                      
Net asset value per share (in                        552.6                      
cents)                                                                          
Tangible net asset value per                         416.4                      
share (in cents)                                                                
8.2. Pro forma financial statements for the interim 6                           
months ended 31 March 2008                                                     
The following abridged pro-forma financial information                          
adjusts for Adcock`s unbundled net debt position (of                            
approximately R250 million) and adjusts for other                               
relevant separation implications. The full pro-forma                            
financials are also available on the websites of Tiger                          
Brands and Adcock. The abridged pro forma financial                             
information is prepared for illustrative purposes only                          
and because of its nature may not give a true picture of                        
Adcock`s financial position, changes in equity, results                         
of its operations or cash flows.                                                
8.2.1.    Abridged pro forma income statement for the 6                         
months ended 31 March 2008                                                    
R m                                              Pro forma                      
                                                    Group                       
                                                     2008                       
TURNOVER                                           1 542.1                      
Operating income before                              489.0                      
abnormal items                                                                  
Abnormal items                                      (53.9)                      
Operating income after                               435.1                      
abnormal items                                                                  
Interest paid                                       (87.4)                      
Interest received                                     66.7                      
Dividend income                                       10.6                      
Profit before taxation                               425.0                      
Taxation                                           (126.1)                      
PROFIT FOR THE PERIOD                                298.9                      

Attributable to equity holders                       294.9                      
of the parent                                                                   
Attributable to minorities                             4.0                      
298.9                       
Number of shares to be issued                        172.4                      
(m)                                                                             
Earnings per share (in cents)                        171.1                      
Headline earnings per share                          173.4                      
(in cents)                                                                      
8.2.2.    Abridged pro forma balance sheet as at 31 March                       
  2008                                                                          
R m                                              Pro forma                      
                                                    Group                       
                                                     2008                       
                                                    724.8                       
Non-current assets                                                              
Property, plant & equipment                          328.9                      
Goodwill and other                                   225.6                      
intangibles                                                                     
Investments                                          160.9                      
Deferred taxation                                      9.4                      
                                                                                
Current assets                                     1 633.2                      
Inventories                                          423.8                      
Trade and other receivables                          706.3                      
Taxation receivable                                   23.1                      
Cash and cash equivalents                            480.0                      

TOTAL ASSETS                                       2 358.0                      
                                                                                
EQUITY AND LIABILITIES                                                          
Capital and reserves                               1 154.8                      
Ordinary share capital and                         1 204.4                      
share premium                                                                   
Non-distributable reserves                            39.9                      
Accumulated deficit                                (123.5)                      
Share based payment reserve                           34.0                      
                                                     21.9                       
Minority interest                                                               
TOTAL EQUITY                                       1 176.7                      
                                                                                
Non-current liabilities                              439.8                      
Deferred taxation                                     24.3                      
Provision for post-retirement                         13.3                      
medical aid                                                                     
Long-term borrowings                                 402.2                      
                                                                                
Current liabilities                                  741.5                      
Trade and other payables                             413.7                      
Short term borrowings                                327.8                      
                                                                                
TOTAL EQUITY AND LIABILITIES                       2 358.0                      
Net asset value per share (in                        669.8                      
cents)                                                                          
Tangible net asset value per                         539.0                      
share (in cents)                                                                
9.   DIRECTORS                                                                  
The names, ages and business addresses of the directors                         
are set out below:                                                              
On the date of listing, the Adcock board will comprise:                         
Executive directors:                                                            
Dr. Jonathan James Louw (38) 1 New Road, Midrand, 1685                          
Chief Executive Officer                                                         
Andrew Gideon Hall (46)      1 New Road, Midrand, 1685                          
Chief Financial Officer                                                         
Non-executive directors:                                                        
Dr. Khotso David Kenneth     1 New Road, Midrand, 1685                          
Mokhele (52)                                                                    
Chairman                                                                        
Eric Kevin Diack (50)        1 New Road, Midrand, 1685                          
Dr. Tlalane Lesoli (57)      1 New Road, Midrand, 1685                          
Dr. Gopalan Neethianandan    1 New Road, Midrand, 1685                          
Padayachee (54)                                                                 
Clifford David Raphiri (44)  1 New Road, Midrand, 1685                          
Leon Edward Schonknecht (54) 1 New Road, Midrand, 1685                          
Roger Ian Stewart (56)       1 New Road, Midrand, 1685                          
Andrew Murray Thompson (51)  1 New Road, Midrand, 1685                          
10.  THE FULL PRE-LISTING STATEMENT                                             
A  Tiger  Brands circular, including the notice convening                       
the general meeting, together with the Adcock pre-listing                       
statement,  which documents contain full details  of  the                       
unbundling, are being posted to Tiger Brands shareholders                       
on  Tuesday, 29 July 2008. Copies of these documents  may                       
be obtained during normal business hours from Tuesday, 29                       
July  2008  until  Friday,  29  August  2008  (both  days                       
inclusive), at the following addresses:                                         
Adcock: 1 New Road, Midrand, 1685;                                              
Tiger Brands: 3010 William Nicol Drive, Bryanston, 2021;                        
Deutsche   Securities  (SA)  (Proprietary)   Limited:   3                       
Exchange Square, 87 Maude Street, Sandton, 2196;                                
UBS  South  Africa (Proprietary) Limited: 64 Wierda  Road                       
East, Wierda Valley, Sandton, 2196; and                                         
Computershare Investor Services (Proprietary) Limited: 70                       
Marshall Street, Johannesburg, 2001.                                            
Sandton                                                                         
21 July 2008                                                                    
Financial Adviser and Sponsor to Adcock                                         
Deutsche Securities                                                             
Financial Adviser to Tiger Brands                                               
UBS South Africa (Pty) Ltd                                                      
Attorneys to Adcock                                                             
Read Hope Phillips                                                              
Attorneys to Tiger Brands                                                       
Edward Nathan Sonnenbergs                                                       
Transfer Secretaries to Adcock                                                  
Computershare                                                                   
Reporting Accountants and Auditors to Adcock                                    
Ernst & Young                                                                   
Date: 21/07/2008 08:02:01 Produced by the JSE SENS Department.                  
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