| Thu 1 Apr 2010, 14:00 | | AIP - Adcock Ingram - Fulfilment of conditions relating to Ayrton offer |
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AIP
AIP
AIP - Adcock Ingram - Fulfilment of conditions relating to Ayrton offer
Adcock Ingram Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 2007/016236/06
Share code: AIP
ISIN: ZAE000123436
("Adcock Ingram")
Fulfilment of conditions relating to the offer to acquire at least 51% of the
entire issued share capital of Ayrton Drug Manufacturing Limited ("Ayrton")
("the Offer")
Further to the announcement dated 5 March 2010, Adcock Ingram hereby advises
holders of ordinary shares in Adcock that the general conditions in paragraph 1
of Part VIII of the offer document dated 3 February 2010 ("Offer Document") and
the suspensive conditions set out in paragraph 2 of Part VIII of the Offer
Document have been fulfilled and/or waived by Adcock Ingram. The Offer is
accordingly unconditional in all respects and closed for acceptances on 29 March
2010. Pursuant to the Offer Adcock acquired 65.59% of the entire issued share
capital of Ayrton.
Shareholders are referred to the full text of the announcement below which was
released in Ghana today.
Midrand
1 April 2010
Financial adviser and sponsor
Deutsche Securities (SA) (Proprietary) Limited
Legal adviser
Read Hope Phillips Thomas & Cadman Inc.
"Ayrton Drug Manufacturing Limited ("Ayrton") - Offer from Adcock Ingram
Holdings Limited ("Adcock Ingram"), on behalf of its wholly-owned subsidiary,
Adcock Ingram International (Proprietary) Limited ("Adcock Ingram
International"), for at least 51% of the entire issued ordinary share capital of
Ayrton ("Offer")
Notice to Ayrton Shareholders
Adcock Ingram hereby notifies all shareholders of Ayrton ("Ayrton Shareholders")
that the general conditions in paragraph 1 of Part VIII of the offer document
dated 3 February 2010 ("Offer Document") and the suspensive conditions set out
in paragraph 2 of Part VIII of the Offer Document have been fulfilled and/or
waived by Adcock Ingram. The Offer is accordingly unconditional in all respects
and closed for acceptances on 29 March 2010.
The results of the Offer are as follows -
Number of No. of shares Price per share Total
successful accepted Consideration
Ayrton
Shareholders
450 141,023,485 GHc 0.1600 (sixteen GHc 22,563,758.00
Ghanaian pesewas)
per Ayrton Share
settled in cash
Following Acceptance of the Offer, the Ayrton Shares (as that term is defined in
the Offer Document) acquired by Adcock Ingram International are as follows:
Shares % of issued shares
Ayrton Shares held by Adcock Ingram NIL NIL
International before the Offer
Ayrton Shares acquired by Adcock 141,023,485 65.59
Ingram International under the Offer
The board of directors of Ayrton ("Ayrton Board") has been reconstituted,
effective March 29, 2010, such that the majority of the Ayrton Board now
comprises nominees of Adcock Ingram International.
Settlement of the Offer Price (as that term is defined in the Offer Document) to
which any Ayrton Shareholder is entitled will be effected in the case of
acceptances received, complete in all respects, by 1 April 2010 (being the
Settlement Date, as defined in the Offer Document).
In accordance with the terms of the Offer, this notice will be published in two
(2) national daily newspapers in Ghana.
For further information, please contact:
FIRST ATLANTIC BROKERS LIMITED
Atlantic Place, No. 1 Seventh Ave., Ridge West, Accra, Ghana
(P.O. Box CT 1620, Cantonments, Accra, Ghana)
Contact Person: Kofi Osafo Sampong
kofisampong@firstatlanticbank.com.gh
Tel: +233 21 680825-6, 679259
Fax: +233 21 67 9250"
Date: 01/04/2010 14:00:01 Produced by the JSE SENS Department.
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