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Integrated Report 2016
ANNUAL FINANCIAL STATEMENTS
(continued)
SIX
THREE
ONE
FOUR
TWO
KEY TERMS AND CONTRACTUAL OBLIGATIONS
The key terms of the A and B ordinary shares and the key contractual obligations of the holders of A and B ordinary shares were as follows:
•
Adcock Ingram had the right to repurchase all or some of these shares at the end of the respective transaction terms in accordance with
a call option formula;
•
these shares would not be listed but will be considered in determining a quorum and would be entitled to vote on any or all resolutions
proposed at general/Annual General Meetings;
•
the shares would automatically convert into ordinary shares at the end of the respective transaction terms;
•
the shares would be entitled to ordinary dividends and dividends
in specie, pari passu,
with the ordinary shares;
•
during the lock-in period, Blue Falcon would be entitled to retain 15% of the ordinary dividends received by it in respect of the A ordinary
shares. The Bophelo Trust would not be entitled to retain any of the ordinary dividends received in respect of the B ordinary shares;
•
the balance of the ordinary dividends received by Blue Falcon and all ordinary dividends received by the Bophelo Trust, would on a
compulsory basis be used, within a period of 30 business days after receipt, to purchase ordinary shares;
•
100% of the dividends received on the ordinary shares compulsorily acquired by Blue Falcon and the Bophelo Trust must likewise be
utilised to purchase ordinary shares;
•
all such ordinary shares compulsorily acquired would also be subject to the call option, to the extent required;
•
Blue Falcon could deal with any dividends
in specie
received as it deems fit while the Bophelo Trust would hold any
in specie
dividends
received for the benefit of the beneficiaries;
•
A and B ordinary shares and compulsorily acquired ordinary shares would not be entitled to receive special dividends until such time as
the notional loan outstanding has reduced to zero; and
•
an equivalent amount of the special dividends which would otherwise have been received by the BEE participants should be offset
against the notional outstanding loan with effect from the date on which such special dividends were paid to ordinary shareholders.
MODIFICATION OF THE BEE SCHEME
On 10 July 2015, shareholders approved the following:
•
the release of the dividend acquired ordinary shares held by Blue Falcon and the Bophelo Trust;
•
the repurchase at a nominal value, and the cancellation, of each of the A ordinary and B ordinary shares in their entirety; and
•
the modification of the existing BEE scheme.
Following themodification of the BEE scheme and subsequent release of the restrictions over the dividend acquired ordinary shares,The Bidvest Group
Limited (Bidvest), a shareholder of Adcock Ingram, agreed to acquire 688 000 Adcock Ingram ordinary shares from the Bophelo Trust and 1 883 000
Adcock Ingram ordinary shares from Blue Falcon at the market value of R52,00 per share.
Adcock Ingram Holdings Limited entered into a share repurchase agreement with Blue Falcon and the Bophelo Trust, in terms of which the entirety
of the A ordinary shares and B ordinary shares were repurchased from Blue Falcon and the Bophelo Trust respectively, at nominal value.