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Fri 12 Jul 2013
Close: 995c 
Day's move: 0c (0.00%)
Volume: 0
Trades: 0
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Ciplamed finalisation announcement
Ciplamed shareholders are referred to the announcement published on the SENS on 15 May 2013 regarding the approval at the general meeting of Ciplamed, by the requisite majority of shareholder votes, of the scheme of arrangement proposed by the board of directors of Ciplamed between Ciplamed and its shareholders, in respect of the acquisition by Cipla India of 100% of the issued ordinary shares of Ciplamed ("the Scheme").
Shareholders are hereby advised that all conditions precedent to the Scheme, as detailed in the Circular issued to Ciplamed shareholders on 15 April 2013 ("the Circular"), have now been fulfilled or waived (a TRP compliance certificate having been received on 27 June 2013), and accordingly, the Scheme has become unconditional, as of 27 June 2013. In terms of the Scheme, each Ciplamed shareholder is entitled to receive a cash consideration of R10.00 for every Ciplamed share held (subject to any adjustment, as detailed in the Circular).
The salient dates and times relating to the implementation of the Scheme ("Timetable") are set out in the table below, and have been updated from the timetable included in the Circular and the timetable which was published on SENS on 15 May 2013. Words and expressions in the Timetable and notes thereto shall have the same meaning as assigned to them in the Circular.
- Finalisation Date: Thursday, 27 June
- Finalisation Date announcement published on SENS on Friday, 28 June
- Finalisation Date announcement to be published in the South African press on Monday, 1 July
- Last Day to Trade to participate in the Scheme Consideration to be on Friday, 5 July
- Suspension of listing of Ciplamed Shares on the JSE to be at commencement of trading on Monday, 8 July
- Scheme Consideration Record Date to be recorded in the Register in order to receive the Scheme Consideration to be by close of trading on Friday, 12 July
- Operative Date of the Scheme to be on Monday, 15 July
- Payment of the Scheme Consideration to be transferred electronically or posted to Certificated Scheme Participants (if the Form of Surrender and Transfer and Documents of Title are received by the relevant Transfer Secretaries on or before 12h00 on the Scheme Consideration Record Date) on Monday, 15 July
- Dematerialised Scheme Participants to have their accounts held at their CSDP or Broker credited with the Scheme Consideration on Monday, 15 July
- Delisting of Ciplamed from the JSE on Tuesday, 16 July.
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Ciplamed -- update on conditions precedent
In the circular posted to shareholders on 15 April 2013 (Circular), shareholders were advised that the implementation of the Scheme was conditional upon the fulfilment of certain conditions precedent, as detailed therein. On 15 May 2013 and 20 June 2013, shareholders were provided with updates on the status of the fulfilment of the conditions precedent. Shareholders are now advised that further conditions precedent have been fulfilled or waived as follows:
- the approval for the transaction by the Namibian competition authority has been obtained; and
- Cipla India has waived the requirement that approval be obtained from the COMESA competition authority.
Accordingly, receipt of a compliance certificate from the Takeover Regulation Panel (TRP) is the only remaining condition precedent required to be fulfilled for the implementation of the Scheme of Arrangement. Application has today been made to the TRP for such clearance certificate.
A finalisation announcement and closing timetable will be published on SENS of the JSE and in the South African press once the clearance certificate is received (being the date on which the last of the conditions precedent to the Scheme of Arrangement will have been met), currently anticipated to be on 28 June 2013. The effect of the above is that the updated timetable will in all likelihood reflect the same or similar closing dates to those in the Circular.
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Ciplamed announce AGM results
Shareholders are advised that, at the annual general meeting ("the meeting") of Ciplamed shareholders held on Thursday, 20 June 2013, all the resolutions were passed by the requisite majority of shareholders present or represented by proxy, except for ordinary resolution number five relating to the approval to issue shares for cash, which was withdrawn prior to the commencement of the meeting.
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