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Fri 29 Jun 2012, 11:36 CMP - Cipla Medpro South Africa Ltd - Restated results for the year ended 31
CMP
CMP                                                                             
CMP - Cipla Medpro South Africa Ltd - Restated results for the year ended 31    
December 2011                                                                   
Cipla Medpro South Africa Limited                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 2002/018027/06)                                            
Share code: CMP                                                                 
ISIN: ZAE000128179                                                              
("the Company" or "CMSA")                                                       
Consolidated statement of comprehensive income                                  
                                                      Audited         Audited   
                                                   Year ended      Year ended   
31 December     31 December   
                                                         2011            2010   
                                                        R`000           R`000   
Revenue                                              1 767 561       1 446 979  
Cost of sales                                        (712 045)       (548 892)  
Gross profit                                         1 055 516         898 087  
Other income                                           121 264           6 614  
Selling and distribution expenses                    (365 803)       (284 972)  
Administrative expenses                              (137 826)       (155 751)  
Other expenses                                       (222 076)       (116 475)  
Profit before finance costs and income tax             451 075         347 503  
Net finance costs and finance income                  (42 626)        (57 755)  
Finance costs                                         (58 212)        (60 585)  
Finance income                                          15 586           2 830  
Profit before income tax                               408 449         289 748  
Income tax expense                                   (121 462)        (90 445)  
Profit for the year                                    286 987         199 303  
Profit attributable to:                                                         
Equity holders of the parent                           281 961         195 403  
Non-controlling interest                                 5 026           3 900  
Profit for the year                                    286 987         199 303  
Other comprehensive income for the                                              
year (net of income tax)                                     -               -  
Total comprehensive income for the year                286 987         199 303  
Total comprehensive income                                                      
attributable to:                                                                
Equity holders of the parent                           281 961         195 403  
Non-controlling interest                                 5 026           3 900  
Total comprehensive income for the year                286 987         199 303  
Number of shares                                                                
In issue (including treasury shares)    (`000)         446 462         454 027  
Weighted average (excluding treasury                                            
shares)                                                                         
Basic                                   (`000)         446 945         442 489  
Diluted                                 (`000)         449 264         447 241  
Earnings per share                                                              
Basic                                  (cents)            63,1            44,2  
Diluted                                (cents)            62,8            43,7  
Reconciliation of headline earnings                                             
Profit attributable to equity holders                                           
of the parent                                           281 961        195 403  
Adjusted for:                                              215              36  
(Gain) loss on disposals of property,                                           
plant and equipment                                       (72)              42  
Loss on deemed disposal of joint venture                   385               -  
Total tax effects of adjustments                          (98)             (6)  
Headline earnings                                      282 176         195 439  
Headline earnings per share                                                     
Basic                                  (cents)            63,1            44,2  
Diluted                                (cents)            62,8            43,7  
Consolidated statement of changes in equity                                     
                                 Attributable to equity holders of the parent   
Share-   
                                                                        based   
                                Share         Share     Treasury      payment   
                              capital       premium       shares     reserve*   
Audited                          R`000         R`000        R`000        R`000  
Balance at 1 January 2010          450     1 040 924     (23 304)       15 613  
Total comprehensive income for                                                  
the year                             -             -            -            -  
Issue of share capital               4        22 201            -            -  
Share issue expenses                 -          (27)            -            -  
Shares issued from the CMSA                                                     
Share Option Trust                   -             -       17 490            -  
Shares acquired by the CMSA                                                     
Share Option Trust                   -             -     (22 205)            -  
IFRS 2 Share-based Payments          -             -            -       10 478  
Dividends paid                       -             -            -            -  
Balance at 1 January 2011          454     1 063 098     (28 019)       26 091  
Total comprehensive income for                                                  
the year                             -             -            -            -  
Share buy-back                     (8)      (49 975)            -            -  
IFRS 2 Share-based Payments          -             -            -        1 455  
Changes in ownership interest:                                                  
- Cipla Agrimed (Pty) Limited        -             -            -            -  
- Cipla Nutrition (Pty) Limited      -             -            -            -  
Dividends paid                       -             -            -            -  
Balance at 31 December 2011        446     1 013 123     (28 019)       27 546  
                                                           Non-                 
                                                       control-                 
Retained                       ling         Total   
                             income*         Total     interest        equity   
Audited                         R`000         R`000        R`000         R`000  
Balance at 1 January 2010     542 862     1 576 545        3 822     1 580 367  
Total comprehensive income                                                      
for the year                  195 403       195 403        3 900       199 303  
Issue of share capital              -        22 205            -        22 205  
Share issue expenses                -          (27)            -          (27)  
Shares issued from the CMSA                                                     
Share Option Trust                  -        17 490            -        17 490  
Shares acquired by the CMSA                                                     
Share Option Trust                  -      (22 205)            -      (22 205)  
IFRS 2 Share-based Payments         -        10 478            -        10 478  
Dividends paid               (22 493)      (22 493)        (250)      (22 743)  
Balance at 1 January 2011     715 772     1 777 396        7 472     1 784 868  
Total comprehensive income                                                      
for the year                  281 961       281 961        5 026       286 987  
Share buy-back                      -      (49 983)            -      (49 983)  
IFRS 2 Share-based Payments         -         1 455            -         1 455  
Changes in ownership                                                            
interest:                                                                       
- Cipla Agrimed (Pty) Limited      11            11        1 588         1 599  
- Cipla Nutrition (Pty)                                                         
Limited                             -             -        (192)         (192)  
Dividends paid               (56 753)      (56 753)      (1 350)      (58 103)  
Balance at 31 December 2011   940 991     1 954 087       12 544     1 966 631  
*Retained earnings comprise of:                                                 
                                                      Audited         Audited   
31 December     31 December   
                                                         2011            2010   
                                                        R`000           R`000   
Share-based payment reserve                             27 546          26 091  
Retained income                                        940 991         715 772  
Retained earnings as per statement of financial                                 
position                                               968 537         741 863  
Consolidated statement of financial position                                    
Audited         Audited   
                                                  31 December     31 December   
                                                         2011            2010   
                                                        R`000           R`000   
ASSETS                                                                          
Non-current assets                                                              
Property, plant and equipment                          444 457         420 125  
Intangible assets                                    1 535 443       1 475 470  
Other investments                                            8               6  
Loans receivable                                         3 191               -  
Deferred tax assets                                     67 179          28 220  
Total non-current assets                             2 050 278       1 923 821  
Current assets                                                                  
Inventory                                              414 907         289 661  
Income tax receivable                                    1 312             742  
Trade and other receivables, including derivatives     350 264         264 775  
Loans receivable                                         3 881           7 709  
Cash and cash equivalents                               16 493          46 448  
Total current assets                                   786 857         609 335  
Total assets                                         2 837 135       2 533 156  
EQUITY                                                                          
Issued share capital                                       446             454  
Share premium                                        1 013 123       1 063 098  
Treasury shares                                       (28 019)        (28 019)  
Retained earnings                                      968 537         741 863  
Total equity attributable to equity holders of the                              
parent                                               1 954 087       1 777 396  
Non-controlling interest                                12 544           7 472  
Total equity                                         1 966 631       1 784 868  
LIABILITIES                                                                     
Non-current liabilities                                                         
Loans and borrowings                                   279 128         311 428  
Provisions                                              42 622               -  
Accrued operating leases                                 3 594           3 000  
Deferred tax liabilities                                14 790          12 342  
Total non-current liabilities                          340 134         326 770  
Current liabilities                                                             
Trade and other payables, including derivatives        342 136         322 856  
Loans and borrowings                                    21 456          17 354  
Provisions                                              30 000               -  
Accrued operating leases                                   520               -  
Income tax payable                                      29 295          10 012  
Bank overdrafts                                        106 963          71 296  
Total current liabilities                              530 370         421 518  
Total liabilities                                      870 504         748 288  
Total equity and liabilities                         2 837 135       2 533 156  
Consolidated statement of cash flows                                            
                                                      Audited         Audited   
Year ended      Year ended   
                                                  31 December     31 December   
                                                         2011            2010   
                                                        R`000           R`000   
Cash flows from operating activities                                            
Cash generated by operations                           342 686         314 457  
Finance costs paid                                    (37 678)        (44 607)  
Finance income received                                  4 080           2 389  
Dividends paid                                        (58 103)        (22 743)  
Income tax paid                                      (132 967)        (94 514)  
STC paid                                               (6 010)         (4 042)  
Net cash flows from operating activities               112 008         150 940  
Cash flows from investing activities                                            
Acquisitions of property, plant and equipment         (48 444)        (49 286)  
Acquisitions of intangible assets                     (55 526)        (47 400)  
Proceeds on disposals of property, plant and                                    
equipment                                                   95              10  
Increase in loans receivable                           (3 146)         (1 550)  
Net cash flows from investing activities             (107 021)        (98 226)  
Cash flows from financing activities                                            
Share issue expenses                                         -            (27)  
Proceeds from the exercise of share options                  -          16 493  
Acquisitions of subsidiaries                           (2 000)               -  
Share buy-back                                        (49 983)               -  
Redemption of preference shares                       (34 500)       (159 770)  
Increase in loans payable                               15 874         125 885  
Net cash flows from financing activities              (70 609)        (17 419)  
Net (decrease) increase in cash and cash equivalents  (65 622)          35 295  
Cash and cash equivalents at beginning of the year    (24 848)        (60 143)  
Cash and cash equivalents at end of the year          (90 470)        (24 848)  
Consolidated segmental report                                                   
                                                      Audited         Audited   
Year ended      Year ended   
                                                  31 December     31 December   
                                                         2011            2010   
                                                        R`000           R`000   
Segment revenue - external customers                                            
SEP                                                  1 258 717       1 046 398  
OTC                                                    391 955         316 978  
Other operating segments                               116 889          83 603  
1 767 561       1 446 979   
Segment result                                                                  
SEP#                                                   440 836         277 032  
OTC                                                    100 641          56 273  
Other operating segments                                26 857          14 198  
Unallocated item - legal settlement ##               (117 259)               -  
                                                      451 075         347 503   
# The 2011 results include the settlement income, as it relates to SEP products.
## The unallocated item relates to the RBSA settlement.                         
COMMENTARY                                                                      
RESTATED RESULTS                                                                
Our Reviewed Condensed Consolidated Results for the year ended 31 December 2011,
as publicly released on 15 March 2012, have subsequently been restated.         
Shareholders are further referred to the announcement released on SENS on       
Friday, 22 June 2012 which set out that the aforementioned results have been    
restated due to the arbitration proceedings between Reckitt Benckiser (SA) (Pty)
Limited (RBSA) and Cipla Medpro South Africa Limited (CMSA or the group) having 
been settled by agreement between CMSA and RBSA, subsequent to 15 March 2012.   
The company has sought specialist accounting advice on the appropriate          
accounting treatment of the above settlement. Such advice is that:              
- Notwithstanding that evidence as to the actual potential extent of the        
liability only came to light after 31 December 2011 and the finalisation of the 
provisional financial statements for the period ending 31 December 2011, the    
underlying potential liability to RBSA was in existence at 31 December 2011;    
- The board had not, as at the date of approval of the settlement agreement,    
approved our integrated annual report, including the group annual financial     
statements, for the period ending 31 December 2011;                             
- The appropriate and correct accounting treatment for the settlement is to     
account for the settlement in the accounting period ending 31 December 2011.    
Accordingly, we present our restated results for the period ending 31 December  
2011, which include the statement of comprehensive income, statement of         
financial position, statement of changes in equity, statement of cash flows and 
segmental report, with the effects of the RBSA settlement being accounted for in
these results and the accompanying commentary.                                  
POSTING OF INTEGRATED ANNUAL REPORT AND DETAILS OF ANNUAL GENERAL MEETING       
Our 2011 integrated annual report, which also includes the effects of the RBSA  
settlement, is available on our company website and will be posted to           
shareholders today, 29 June 2012.                                               
The annual general meeting of the shareholders of CMSA will be held at 14:00 on 
Thursday, 2 August 2012 at the Cipla Medpro Offices, Board Room number 1,       
Belvedere Office Park, Block F, Bella Rosa Street, Bellville, Cape Town, to     
transact the business as stated in the notice of the annual general meeting     
forming part of the integrated annual report.                                   
The record date for a shareholder to be entitled to attend, participate and vote
at the annual general meeting is Friday, 27 July 2012.                          
OVERVIEW                                                                        
We present our restated results for the year ending 31 December 2011 in a year  
that saw difficult economic conditions for consumers and businesses alike. The  
exchange rate, no Single Exit Price (SEP) increase and an extremely slow rate of
new product registrations at the Medicines Control Council (MCC) continued to   
influence the results negatively. The positive impact of our hedging policy is  
evident in the annual results with unrealised gains made on the mark to market  
(fair valuation) of forward exchange contracts (FECs) of R109,2 million (2010:  
loss of R44,7 million). We continued to achieve healthy gross profit margins as 
a result of the weaker US Dollar in the first half of 2011 and our favourable   
forward cover in the second half of 2011. Anticipated volumes from government   
tender antiretroviral (ARV) business did not materialise to the levels expected.
Our view is that 2012 tender volumes are likely to be better.                   
The case against Pfizer Limited and Pfizer Laboratories (Pty) Limited (Pfizer), 
arising from damages caused by Pfizer`s incorrectly obtained interdict against  
the group`s amlodipine besylate products in 2003, initially reported on SENS    
during October 2010, was settled in our favour as reported in the 2011 interim  
results, however, the terms thereof remain confidential.                        
The arbitration proceedings between RBSA and CMSA have been settled by agreement
between the company and RBSA. The agreement was approved by CMSA`s board after  
consultation with and on the recommendation of its external legal counsel. The  
salient terms of the agreement are:                                             
- The company will pay a settlement amount of R80 million to RBSA in full and   
final settlement of certain of RBSA`s claims, such settlement amount to be paid 
in three tranches as follows:                                                   
- R30 million by 3 July 2012;                                                   
- R30 million by 31 July 2013; and                                              
- R20 million by 30 January 2014;                                               
- The company will abandon its counter claims against RBSA (which includes      
receivables reflected in its books as due by RBSA, in the amount of R37         
million), and RBSA will likewise abandon the remainder of its claims.           
As such, the settlement is a full and final settlement of the arbitration       
proceedings and all and any claims between the company and RBSA. The amount to  
be paid represents compensation by the company to RBSA for the higher cost to   
RBSA of procuring alternative supplies of the products the company would        
otherwise have supplied to it, had its manufacturing facility not temporarily   
closed for the reasons above, and whilst it underwent a necessary upgrade to    
international manufacturing requirements and standards.                         
The net effect of these settlements negatively affected the earnings per share  
(EPS) and headline earnings per share (HEPS) calculations, but should be viewed 
as isolated occurrences.                                                        
REVIEW OF OPERATIONS                                                            
Cipla Medpro Holdings (Pty) Limited (Cipla Medpro), a wholly owned subsidiary of
CMSA, continues its growth, albeit slower than anticipated, and by January 2012 
was again ranked third largest pharmaceutical company by value for the 12 months
and third largest for the month of January 2012. Cipla Medpro has an Evolution  
Index (EV) of 102,7 (Rands) (IMS, January 2012). The EV of 102,7 is the third   
highest of the top 20 pharmaceutical companies in South Africa.                 
The total private market grew by 9,8% in Rands. Cipla Medpro`s performance      
outstripped the market, growing by 12,8% in Rands (IMS, January 2012).          
We remain focused on growing our brands in over-the-counter (OTC) medicines,    
particularly at retail level, and SEP. There is still a huge opportunity to     
continue SEP and OTC growth, given the pipeline of medicines we have.           
Unfortunately the slow registration process, resulting in a lack of new         
first-to-                                                                       
market products, continues to weigh heavily on our business.                    
Our top three SEP brands contributed to sales of R190,8 million (12 months)     
(IMS, January 2012) into the private sector and still have growth potential.    
Lexamil is performing at an EV of 109,8. Of our top 10 OTC products, eight have 
EVs of over 100, with Airmune expected to achieve significant turnover in the   
next 12 to 18 months.                                                           
Our OTC business grew by 10,9% during the 12-month period (IMS, January 2012)   
and this excludes sales into retail.                                            
We launched our oncology division during late September 2011 and have started   
making inroads already. We look forward to a good trading year with this        
division.                                                                       
The Cipla Vet (small animal) revenue increased by 10,9% to R23,4 million and    
Cipla Agrimed (large animal) increased by 44,7% to R77,0 million for the year   
ended 31 December 2011. We are pleased with the growth of our animal businesses.
Turnover of the factory increased significantly in 2011 (more than 100%), but   
the division still posted a loss, even when the effect of the RBSA settlement is
excluded, mainly as a result of low uptake of ARVs from the government. However,
this trading loss has reduced when compared to the previous years when the RBSA 
settlement is excluded. This business continues to improve while providing the  
group with a strategic and operational advantage, especially when we start      
moving into Africa.                                                             
As previously stated, the ARV tender business did not materialise to the numbers
we had expected, probably due to the fact that more PEPFAR (US President`s      
Emergency Plan for AIDS Relief) and Global Fund orders were placed. Cipla India 
benefited from this, which is borne out by their sales to SCS (Supply Chain     
Services).                                                                      
Although we experienced slower growth than expected (we only launched five      
products, mostly late in the second half of the year), we believe 2012 will be  
better; provided, of course, that the registrations we expect materialise.      
REVIEW OF RESTATED RESULTS                                                      
Statement of comprehensive income                                               
CMSA is pleased to report headline earnings of R282,2 million (2010: R195,4     
million), an increase of 44,4% for the 12 months ended 31 December 2011. This   
translates into an increase of 42,8% to 63,1 cents (2010: 44,2 cents) in HEPS,  
based on 446,9 million (2010: 442,5 million) weighted average number of shares  
in issue for the 2011 year (before the effects of dilution are taken into       
account). This is after accounting for the effect of buying back 7,6 million    
CMSA shares in November 2011 (which have been cancelled) at a total cost,       
including all expenses, of R50,0 million under the general approval granted by  
shareholders at the last annual general meeting held on 25 May 2011. The        
reconciliation to headline earnings includes the gain/loss on disposals of      
property, plant and equipment and the loss on the deemed disposal of a joint    
venture, all net of tax. EPS improved by 42,8% to 63,1 cents (2010: 44,2 cents).
After adjusting for the effect of the mark to market valuation of FECs, the     
settlements relating to Pfizer and RBSA, the fair value adjustments on the      
interest rate swaps, the interest rate swap settlements and other matters,      
normalised HEPS increased by 11,5% to 58,3 cents (2010: 52,3 cents) and         
normalised EPS by 11,3% to 58,2 cents (2010: 52,3 cents).                       
Revenue increased by 22,2% to R1,768 billion (2010: R1,447 billion) and although
the gross profit margin was still at pleasing levels, it decreased to 59,7% from
62,1% at 31 December 2010 - slightly higher than the 58,2% achieved at 30 June  
2011. The exchange rate continues to have an impact on the margin and the group 
was proud to achieve this result without any SEP increase having been given     
during the 2011 year.                                                           
Profit before finance costs and income tax for the year increased by 29,8% to   
R451,1 million (2010: R347,5 million), with operating expenses increasing from  
R557,2 million at 31 December 2010 to R725,7 million for the current year. 62,9%
of the operating expenses were incurred during the second half of the year,     
mainly attributable to the RBSA settlement and increased advertising and        
marketing costs during the second half of the year, including amounts related to
once-off events.                                                                
Net finance costs reduced from R57,8 million to R42,6 million mainly as a result
of the settlement of the preference share liability, the effects of which are   
included in the analysis below:                                                 
- Interest on preferences shares of R1,0 million (2010: R9,5 million), a        
decrease of R8,5 million;                                                       
- Fair value gain on interest rate swaps of R4,1 million (2010: loss of R2,2    
million);                                                                       
- Increased outflows of swap settlements of R4,3 million (2010: R2,8 million);  
- Interest on the Nedbank Limited long-term loan facilities of R22,5 million    
(2010: R18,1 million), an increase of R4,4 million due to the rearrangement of  
our debt structure; and                                                         
- Finance portion of the provision for the RBSA settlement amount of R7,4       
million (2010: Rnil).                                                           
Currently the interest cover is at a comfortable level of 7,7 times (2010: 5,7  
times). If the settlement amounts and unrealised gains on the mark to market of 
FECs are excluded from the calculation, the cover is 6,7 times.                 
Profit after tax for the year was R287,0 million (2010: R199,3 million). This   
was achieved after an improvement in the effective tax rate to 29,7% (2010:     
31,2%). The effective tax rate continued to improve, but still remains higher   
than the statutory tax rate due to the following factors:                       
- STC of R6,0 million (2010: R2,7 million);                                     
- Non-deductible preference share interest of R1,0 million (2010: R9,5 million);
and                                                                             
- Non-deductible IFRS 2 Share-based Payment expenses of R1,5 million (2010:     
R10,5 million).                                                                 
The IFRS 2 Share-based Payment expense has reduced significantly as many of the 
previously issued options have vested, while the options issued to staff during 
2011, which are in terms of the new CMSA Employee Share Option Scheme, vest over
a five-year period. This expense will increase in the future as more options are
granted, but is not likely to reach the levels seen in the 2010 financial year. 
Statement of financial position                                                 
Net interest-bearing borrowings have increased by R32,3 million to R385,9       
million (2010: R353,6 million). However, the gearing ratio has reduced slightly 
to 19,6% (2010: 19,8%), although higher than the 13,7% reported at 30 June 2011 
- mainly due to the settlement income from Pfizer. The group`s net cash position
was overdrawn at 31 December 2011 by R90,5 million (2010: R24,8 million) as a   
result of the following:                                                        
- Payment of the interim dividend of R29,5 million in October 2011;             
- Payment of the second provisional tax payment of R72,6 million on 30 December 
2011;                                                                           
- Payment of R50,0 million for the share buy-back, including costs, in November 
2011; and                                                                       
- Amounts totalling R49,2 million owing by certain provincial health            
departments, in excess of normal debtor terms.                                  
Debtors days have increased slightly to 64 days (31 December 2010: 63 days and  
30 June 2011: 67 days), mainly due to slow and non-payment from certain debtors 
as referred to above. Creditors days are currently at 170 days (31 December     
2010: 186 days and 30 June 2011: 185 days) with the reduction as a result of    
some invoices being settled early to take advantage of the exchange rate, where 
possible. The inventory days have increased to 181 days (31 December 2010: 157  
days and 30 June 2011: 156 days) due to high levels of ARV stock held at year   
end. This was due to facilitating the shutdown from mid-December 2011 to the    
beginning of January 2012 for preventative repairs and maintenance. If the ARV  
products are excluded from the calculation, the inventory days would reduce to  
approximately 151 days.                                                         
Statement of cash flows                                                         
Cash flows generated from operating activities are R112,0 million (2010: R150,9 
million), after adjusting for the non- cash flow effects of depreciation of     
R24,1 million (2010: R18,1 million), IFRS 2 Share-based Payment expenses of R1,5
million (2010: R10,5 million) and FEC gains of R109,2 million (2010: loss of    
R44,7 million). The final dividend relating to 2010 of R27,2 million was paid to
shareholders during May 2011, and the 2011 interim dividend of R29,5 million was
paid in October 2011 (2010: inaugural interim dividend of R22,5 million).       
Investing activities resulted in outflows of R107,0 million (2010: R98,2        
million) due to acquisitions of property, plant and equipment and intangible    
assets. A net R70,6 million was utilised for financing activities (2010: R17,4  
million), mainly for the share buy-back of R50,0 million, the settlement of     
R34,5 million of the preference shares to Nedbank Limited and R10,0 million on  
the working capital and instalment sale facilities at the factory. This was     
offset by drawdowns of R26,0 million on the Nedbank Limited loan facility.      
Segmental reporting                                                             
Based on the requirements of the group`s chief operating decision maker (CODM)  
in 2011, the reporting segments were amended in accordance with IFRS 8 Operating
Segments. As the factory, a previously reported operating segment, is now       
producing mainly for the group and with third party manufacturing reducing to   
immaterial levels in 2011, the segments reported on to the CODM on a monthly    
basis were amended. The segments as per the segment report are the segments     
reviewed by the CODM on which to base business decisions. Segmental information 
is reported to the CODM up to a profit before finance costs and income tax      
level.                                                                          
BASIS OF PREPARATION                                                            
These financial results have been prepared in accordance with the framework     
concepts and the recognition and measurement criteria of all applicable         
standards and interpretations of International Financial Reporting Standards    
(IFRS), the disclosure requirements as set out in IAS 34 Interim Financial      
Reporting, the Companies Act of 2008 as amended, the AC 500 standards as issued 
by the Accounting Practices Board or its successor (where applicable) and the   
JSE Listings Requirements.                                                      
The accounting policies and methods of computation applied in the preparation of
these consolidated financial statements are consistent with those followed in   
the preparation of the consolidated financial statements for the year ended 31  
December 2010, except for the adoption of new/amended standards and             
interpretations becoming effective since January 2011.                          
The consolidated financial results for the year ended 31 December 2011, have    
been audited by Mazars and their unqualified opinion is available for inspection
at the company`s registered office.                                             
C Aucamp (Chief Financial Officer) is responsible for these consolidated        
financial statements and has been involved with the preparation thereof in      
conjunction with MW Daly and E van der Merwe, all three of whom are qualified   
Chartered Accountants (South Africa).                                           
CHANGES IN OWNERSHIP INTEREST                                                   
Cipla Medpro made the following acquisitions/disposals during the year, none of 
which had a material impact on the affairs of the group:                        
- acquired a 100% interest in a shelf company in Botswana, at a nominal value;  
- acquired an additional 25% interest in Cipla Nutrition (Pty) Limited (2010:   
50% joint venture); and                                                         
- accounted for the disposal of a portion of its interest in Cipla Agrimed (Pty)
Limited in terms of the shareholders` agreement, without losing control over    
this company.                                                                   
DIRECTORATE                                                                     
There have been no changes to the board and it continues to function in         
accordance with its approved charter.                                           
SUBSEQUENT EVENTS                                                               
The directors are not aware of any other matters or circumstance, other than the
RBSA matter referred to above, that are material to the financial affairs of the
group, which have occurred subsequent to 31 December 2011, but before the date  
of approval of the annual financial statements, that have not been otherwise    
dealt with in the annual financial statements.                                  
PCS Luthuli                                          JS Smith                   
Chairman                                             Chief Executive Officer    
29 June 2012                                                                    
FORWARD-LOOKING STATEMENTS                                                      
This announcement contains certain forward-looking statements with respect to   
the financial condition and results of the operations of Cipla Medpro South     
Africa Limited that, by their nature, involve risk and uncertainty because they 
relate to events and depend on circumstances that may or may not occur in the   
future. These may relate to future prospects, opportunities and strategies. If  
one or more of these risks materialise, or should underlying assumptions prove  
incorrect, actual results may differ from those anticipated. By consequence, all
forward-looking statements have not been reviewed or reported on by the group`s 
auditors.                                                                       
CORPORATE INFORMATION                                                           
Non-executive directors    PCS Luthuli (Chairman); MB Caga; JvD du Preez;       
                          ND Mokone; MT Mosweu; SMD Zungu                       
Executive directors        JS Smith (Chief Executive Officer); C Aucamp         
(Chief Financial Officer)                             
Company secretary          MW Daly                                              
Registered address         1474 South Coast Road, Mobeni, KwaZulu-Natal, 4052   
Postal address             PO Box 32003, Mobeni, 4060                           
Transfer secretaries       Computershare Investor Services (Pty) Limited        
Telephone                  +27 31 451 3800                                      
Facsimile                  +27 31 451 3889                                      
Sponsor                    Nedbank Capital                                      
Auditors                   Mazars                                               
Legal advisors             Norton Rose South Africa (incorporated as Deneys     
                          Reitz Inc)                                            
Website                    www.ciplamedsa.co.za                                 
Date: 29/06/2012 11:36:01 Produced by the JSE SENS Department.                  
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