| Fri 24 Apr 2009, 15:36 | | AIP - Adcock - Firm Intention by adcock to acquire the entire issued share |
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AIP
AIP
AIP - Adcock - Firm Intention by adcock to acquire the entire issued share
capital of Cipla Medpro South Africa Limited - Update on irrevocable
undertakings received by adcock
Adcock Ingram Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 2007/016236/06
Share code: AIP
ISIN: ZAE000123436
("Adcock")
FIRM INTENTION BY ADCOCK TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF CIPLA
MEDPRO SOUTH AFRICA LIMITED ("CMSA") - UPDATE ON IRREVOCABLE UNDERTAKINGS
RECEIVED BY ADCOCK
1 Introduction
Since the release of Adcock`s firm intention announcement on SENS on 9 April
2009 and the publication thereof in the press on 14 April 2009, Adcock has
secured further irrevocable undertakings from Visio Capital Management (Pty)
Limited, RMB Asset Management (Pty) Limited and Investec Asset Management
(Pty) Limited. These further undertakings together with the irrevocable
undertakings from Stanlib Asset Management Limited, Allan Gray Limited and
Sanlam Investment Management (Pty) Limited and Sanlam Investment Management
(a division of Sanlam Life Insurance Limited), as mentioned in the firm
intention announcement, mean that the aggregate number of CMSA shares subject
to the undertakings referred to herein amounts to 160,155,349 CMSA shares,
representing 36.13% of the entire issued share capital of CMSA.
The aggregate number of CMSA shares referred to above is the number of shares
under the management of the respective grantors (both on a discretionary and
non-discretionary basis) on the date of signature of the respective
undertakings in question.
2. Material terms of the irrevocable undertakings
In each case referred to above, the grantor of the undertaking has undertaken
in favour of Adcock that, subject only to any express requirements contained
in or arising from mandates from their clients to the contrary, the grantor
will take all reasonable steps to procure -
- the voting, either in person or by proxy, of all of the CMSA shares
under its management as at the date of any meeting of CMSA
shareholders which is convened for purposes of approving and
implementing the Scheme, in favour of the resolutions approving the
Scheme and such other resolutions as may be required in order to
implement the Scheme;
- acceptance of the Substitute Offer, if made, with respect to all of
the CMSA shares under its management as at the date on which the
Substitute Offer is made;
- acceptance of the General Offer, if made, with respect to all of
the CMSA shares under its management as at the date on which the
General Offer is made;
- the timeous completion, execution and delivery to Adcock`s
representatives of all the necessary forms of proxy and letters of
instruction, election and acceptance forms and or other
documentation as may be required to give effect to the votes and
acceptances as result from the provisions of the undertaking.
The grantor and/or the respective grantor`s clients retain full and
unfettered control over the voting rights attaching to all their CMSA shares
(other than those disposed of after the date of the respective undertakings)
and shall not have ceded or cede any such rights to any party.
Adcock has agreed that nothing in these undertakings will prohibit the
respective grantors from buying, selling, or otherwise transacting in or
encumbering CMSA shares on behalf of their clients at any time. Accordingly,
the number of CMSA shares subject to the undertakings may increase or
decrease, as the case may be, after the date of this announcement.
Further announcements will be made by Adcock during the first week of each
calendar month, commencing in June 2009 and ending with the proposed
announcement on the day prior to the posting of the Scheme Circular or Offer
Circular to CMSA shareholders, as the case may be, referred to in paragraph
13 of the firm intention announcement, informing shareholders and other
interested parties of the aggregate number of CMSA shares subject to the
undertakings at the previous month end.
24 April 2009
Midrand
Financial Adviser, Debt Adviser and Sponsor to Adcock
Deutsche Securities (SA) (Proprietary) Limited
Legal Advisers to Adcock
Read Hope Phillips Thomas & Cadman Inc.
Transaction Communication Adviser to Adcock
Brunswick South Africa Limited
Joint Debt Structurers and Mandated Lead Arrangers
FirstRand Bank Limited, acting through its Rand Merchant Bank division
Nedbank Limited, acting through its Corporate Banking division
Legal advisers to the Joint Debt Structurers and Mandated Lead Arrangers
Werksmans Attorneys Incorporated
Date: 24/04/2009 15:36:04 Produced by the JSE SENS Department.
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