Wrap Text
Distribution of circular and notice of general meeting
ADCOCK INGRAM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2007/016236/06)
JSE Ordinary Share code: AIP
ISIN: ZAE000123436
("Adcock Ingram" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Unless otherwise defined in this announcement, words and expressions contained herein shall have the
same meanings as assigned to them in the Circular released on Tuesday, 09 September 2025, referred to
below.
1.INTRODUCTION
Adcock Ingram Shareholders are referred to the Firm Intention Announcement regarding the proposed
transaction, being: (i) the Offer, being a single offer by Natco Pharma South Africa Proprietary Limited
("Natco Pharma South Africa"), to acquire the Adcock Ingram Shares (other than the Excluded Shares) by
way of a scheme of arrangement in terms of section 114(1) read with section 115 of the Companies Act,
proposed by the Adcock Ingram Board between Adcock Ingram and the Adcock Ingram Shareholders (other
than the Excluded Shareholders) pursuant to which, if implemented, Natco Pharma South Africa will acquire
all of the Scheme Shares for a cash consideration of ZAR75.00 (seventy-five Rand) for each Scheme Share;
and (ii) the delisting of the issued Adcock Ingram Shares from the Main Board of the JSE pursuant to the
implementation of the Scheme.
2.CIRCULAR AND NOTICE OF GENERAL MEETING
The Circular which sets out the complete details relating to the proposed transaction, has been published
on Adcock Ingram's website https://www.adcock.com/investors/corporate-action and was distributed today
to Adcock Ingram Shareholders recorded in the Company's share register on Friday, 29 August 2025. The
Circular incorporates a notice convening the General Meeting at which Adcock Ingram Shareholders will
be requested to vote on the relevant resolution to approve and implement the Scheme. The General
Meeting will be held at 13:00 on Thursday, 9 October 2025. The General Meeting will be held in person
and by electronic communication, in accordance with the provisions of the Companies Act, the Adcock
Ingram Memorandum of Incorporation and the JSE Listings Requirements.
3.IMPORTANT DATES AND TIMES
The salient dates and times pertaining to the General Meeting are set out below and are also contained in
the Circular.
Relevant event 2025
Notice Record Date to determine which Adcock Ingram Shareholders are Friday, 29 August
entitled to receive this Circular
Circular posted to Adcock Ingram Shareholders and notice convening the Tuesday, 9 September
General Meeting published on SENS on
Last day to trade in Adcock Ingram Shares in order to be recorded in the Tuesday, 30 September
Adcock Ingram Securities Register to attend, participate and vote at the
General Meeting on (refer to note 3 below)
General Meeting Record Date for Adcock Ingram Shareholders to be Friday, 3 October
recorded in the Adcock Ingram Securities Register in order to be eligible
to attend, participate and vote at the General Meeting on
Last day and time to lodge Forms of Proxy (yellow) with the Transfer Tuesday, 7 October
Secretaries by 10:00 on (refer to note 5 below)
Last date and time for Adcock Ingram Shareholders to give notice to Thursday, 9 October
Adcock Ingram objecting to the Scheme Resolution in terms of section
164(3) of the Companies Act by 13:00 on
Forms of Proxy (yellow) not lodged with the Transfer Secretaries to be Thursday, 9 October
handed to the Chairperson before 13:00 on
General Meeting to be held at 13:00 on Thursday, 9 October
Results of General Meeting published on SENS on Thursday, 9 October
If the Scheme is approved at the General Meeting:
Last day for Adcock Ingram Shareholders who have voted against the Thursday, 16 October
Scheme Resolution to require Adcock Ingram to seek Court approval for
the Scheme in terms of section 115(3)(a) of the Companies Act if the
Scheme Resolution is approved at the General Meeting but the Scheme
Resolution was opposed by at least 15% of the voting rights that were
exercised on the Scheme Resolution at the General Meeting (where
applicable) on
Last day for Adcock Ingram Shareholders who have voted against the Thursday, 23 October
Scheme Resolution to apply to Court for leave to review of the Scheme in
terms of section 115(3)(b) of the Companies Act if the Scheme Resolution
is approved at the General Meeting (where applicable) on
Last day for Adcock Ingram to give notice of adoption of the Scheme Thursday, 23 October
Resolution in terms of section 164(4) of the Companies Act to Dissenting
Shareholders in accordance with section 164 of the Companies Act on
If the Scheme becomes unconditional (the following dates assume
that no Court approval or review of the Scheme is required and will
be confirmed in the finalisation announcement if the Scheme
becomes unconditional):
TRP compliance certificate issued in terms of Section 121(b) of the Thursday, 23 October
Companies Act, expected to be received from the TRP on
Expected finalisation announcement with regard to the Scheme published Friday, 24 October
on SENS (assuming no Adcock Ingram Shareholder exercises its right in
terms of section 115(3)(a) or section 115(3)(b) of the Companies Act) by
11:00
Expected last day to trade in Adcock Ingram Shares on the JSE in order Tuesday, 4 November
to participate in the Scheme
Expected suspension of the listing of the Adcock Ingram Shares at the Wednesday, 5 November
commencement of trade on the JSE
Expected Scheme Record Date, being the date on which Adcock Ingram Friday, 7 November
Shareholders must be recorded in the Adcock Ingram Securities Register
to participate in the Scheme, by close of trade
Expected Scheme Implementation Date Monday, 10 November
Per Share Scheme Consideration expected to be sent by EFT to Scheme Monday, 10 November
Participants who are Certificated Adcock Ingram Shareholders and who
have lodged their Form of Surrender, Transfer and Acceptance (blue) with
the Transfer Secretaries on or prior to 12:00 on the Scheme Record Date
Dematerialised Scheme Participants expected to have their accounts with Monday, 10 November
their Broker or CSDP credited with the Per Share Scheme Consideration
Expected date for the termination of listing of the Adcock Ingram Shares Tuesday, 11 November
in terms of the Scheme at commencement of trade on the JSE
Notes:
1. The above dates and times may be amended by Adcock Ingram and Natco Pharma South Africa (subject to
the approval of the JSE and/or the TRP, if required). The dates have been determined based on certain
assumptions regarding the date by which the Scheme Resolution will be approved and the regulatory
approvals will be obtained, and the assumption that no Court approval or review of the Scheme Resolution
will be required. Any change in the dates and times will be published on SENS.
2. All dates and times quoted in this document are South African dates and times.
3. Adcock Ingram Shareholders should note that, as transactions in the Adcock Ingram Shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place 3 (three) Business Days after
such trade. Therefore, Adcock Ingram Shareholders who acquire Adcock Ingram Shares after close of trade
on Tuesday, 30 September 2025, will not be eligible to attend, participate and vote at the General Meeting.
4. For purposes of being eligible to attend, participate and vote at the General Meeting, no Dematerialisation or
re-materialisation of the Adcock Ingram Shares may take place between Wednesday, 1 October 2025 and
Friday, 3 October 2025, both days inclusive.
5. A Form of Proxy (yellow) not lodged with the Transfer Secretaries may be delivered by email (using
proxy@computershare.co.za) or registered post to the Chairperson before the proxy exercises the voting
rights of the Adcock Ingram Shareholder at the General Meeting.
6. If the General Meeting is adjourned or postponed, a Form of Proxy (yellow) submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
7. If the General Meeting is adjourned or postponed, Forms of Proxy (yellow) that have not yet been submitted
should be lodged with the Transfer Secretaries by no later than 48 hours before the adjourned or postponed
General Meeting but may nonetheless be delivered by email or registered post to the chairperson of the
adjourned or postponed General Meeting before the proxy exercises the voting rights of the Adcock Ingram
Shareholder at the adjourned or postponed General Meeting.
8. Should sufficient Adcock Ingram Shareholders vote against the Scheme Resolution at the General Meeting
so that an Adcock Ingram Shareholder may require Adcock Ingram to obtain Court approval regarding the
Scheme Resolution as contemplated in section 115(3)(a) of the Companies Act, and if an Adcock Ingram
Shareholder in fact delivers such a request, the dates and times set out above will need to be amended.
Adcock Ingram Shareholders will be notified separately of the applicable dates and times under this process.
9. If any Adcock Ingram Shareholder who votes against the Scheme Resolution exercises its rights in terms of
section 115(3)(b) of the Companies Act and applies to Court for a review of the Scheme, the dates and times
set out above will need to be amended. Adcock Ingram Shareholders will be notified separately of the
applicable dates and times under this process.
10. In order to be eligible to participate in the Scheme, no Dematerialisation or re-materialisation of the Adcock
Ingram Shares may take place after the Scheme Last Day to Trade.
4.RESPONSIBILITY STATEMENT
The Adcock Ingram Board and Adcock Ingram Independent Board collectively and individually accepts
responsibility for the information contained in this announcement insofar as it relates to the Company, and
certifies that, to the best of its knowledge and belief, such information contained herein is true and nothing
has been omitted which is likely to affect the import of such information.
Midrand
9 September 2025
Financial Advisor to the Company
Goldman Sachs International
Legal Advisor to the Company
Edward Nathan Sonnenbergs Inc.
JSE Equity Sponsor to the Company
Rand Merchant Bank (A division of FirstRand Bank Limited)
Independent Expert
BDO Corporate Finance Proprietary Limited
Financial Advisor to the Offeror
Investec Bank Limited
Legal Advisor to the Offeror
Bowmans
Legal Advisor to Bidvest
Alchemy Law
Date: 09-09-2025 05:05:00
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