The Bidvest Group Limited - (Incorporated in the Republic of South Africa)

 
 
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretation provisions commencing on page 6 of this Circular apply, mutatis mutandis, to this cover page.

Action required
If you have disposed of all your Adcock Shares, then this Circular, together with the attached Form of Acceptance, Surrender and Transfer, should be
handed to the purchaser of such Adcock Shares or to the Broker, CSDP, banker or other agent through whom the disposal was effected.

The Remaining Adcock Shareholders are referred to pages 2 and 3 of this Circular, which set out the detailed action required of them in respect of the
Offer set out in this Circular.

If you are in any doubt as to the action you should take, please consult your Broker, CSDP, banker, legal adviser, accountant or other professional
adviser immediately.

Bidvest does not accept responsibility and will not be held liable for any failure on the part of the CSDP or Broker of any Dematerialised Adcock
Shareholders to notify such Dematerialised Adcock Shareholders of the Offer set out in this Circular.




                                                       The Bidvest Group Limited
                                                      (Incorporated in the Republic of South Africa)
                                                         (Registration number 1946/021180/06)
                                                      Share code: BVT          ISIN ZAE000117321
                                                                        (“Bidvest”)




                                OFFER CIRCULAR TO REMAINING ADCOCK SHAREHOLDERS

Relating to:

• the general offer by Bidvest to all Remaining Adcock Shareholders, in terms of section 117(1)(c)(v) of the Act, to
   acquire any or all of their Adcock Shares for the Offer Consideration of R52.00 per Adcock Share in cash; and
incorporating:

• a Form of Acceptance, Surrender and Transfer (pink) for use by Certificated Adcock Shareholders only, in connection
   with the Offer.


                                            Offer opens at 09:00 on Friday, March 20 2015
                                              Offer closes at 12:00 on Friday, May 8 2015

     Financial adviser and sponsor to Bidvest                                                                   Legal adviser to Bidvest




Date of issue: Thursday, March 19 2015
This Circular is available in English only. Copies of this Circular may be obtained during normal business hours from the registered office of Bidvest, the
financial adviser and sponsor to Bidvest and the Transfer Secretaries at the respective addresses set out in the “Corporate information and advisers”
section of this Circular and Bidvest’s website www.bidvest.co.za, from the date of posting hereof until the Closing Date, both days inclusive.
IMPORTANT INFORMATION



Foreign Adcock Shareholders
This Circular has been prepared for the purposes of complying with the Act and the Takeover Regulations and is published in terms thereof. The
information disclosed may not be the same as that which would have been disclosed had the Circular been prepared in accordance with the laws
and regulations of any jurisdiction outside of South Africa. The release, publication or distribution of this Circular in jurisdictions other than South
Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform
themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. This Circular is not intended to, and does not constitute, or form part of, an offer to sell or subscribe for any
securities or a solicitation of any vote or approval in any foreign jurisdiction. This Circular does not constitute a prospectus or a prospectus equivalent
document. Remaining Adcock Shareholders are advised to read this Circular, which contains the full terms and conditions of the Offer, with care. Any
decision to accept the Offer should be made only on the basis of the information in this Circular.
CORPORATE INFORMATION AND ADVISERS



Offeror company                                              Offeree company
The Bidvest Group Limited                                    Adcock Ingram Holdings Limited
(Registration number 1946/021180/06)                         (Registration number 2007/016236/06)
18 Crescent Drive                                            1 New Road
Melrose Arch                                                 Midrand
2196                                                         1682
(PO Box 87274, Houghton, 2041)                               (Private Bag X69, Bryanston, 2012)


Financial adviser and sponsor                                Legal adviser
Investec Bank Limited                                        Edward Nathan Sonnenbergs Inc.
(Registration number 1969/004763/06)                         (Registration number 2006/018200/21)
2nd Floor                                                    150 West Street
100 Grayston Drive                                           Sandton
Sandown                                                      Johannesburg
Sandton                                                      2196
2196                                                         (PO Box 783347, Sandton, 2146)
(PO Box 785700, Sandton, 2146)


Transfer Secretaries
Computershare Investor Services Proprietary Limited
(Registration number 2004/003647/07)
Ground Floor
70 Marshall Street
Johannesburg
2001
(PO Box 61051, Marshalltown, 2107)




                                                         1
ACTION REQUIRED BY REMAINING ADCOCK SHAREHOLDERS



Please take careful note of the following provisions regarding the actions required by Remaining Adcock Shareholders:
• If you have disposed of all of your Adcock Shares, this Circular should be handed to the purchaser of such Adcock Shares or to the Broker,
   CSDP, banker, attorney or other agent through whom the disposal was effected.
• If you are in any doubt as to what action you should take arising from this Circular, please consult your Broker, CSDP, banker, attorney,
   accountant or other professional adviser.

OFFER
The options available to you are:
• to accept the Offer in respect of all or any of your Adcock Shares; or
• to reject the Offer.

If you wish to reject the Offer, you do not need to take any further action.

If you wish to accept the Offer, you must do so in the manner described below, depending on whether you are a Certificated Adcock Shareholder or
a Dematerialised Adcock Shareholder.

1.   CERTIFICATED ADCOCK SHAREHOLDERS
     1.1.  If you are a Certificated Adcock Shareholder and wish to accept the Offer, you must complete the Form of Acceptance, Surrender and
           Transfer (pink) attached to this Circular in accordance with its instructions and forward it, together with your Documents of Title, by
           hand or by post, to the Transfer Secretaries as follows:

             By hand                                                               By post
             Computershare Investor Services Proprietary Limited                   Computershare Investor Services Proprietary Limited
             70 Marshall Street                                                    PO Box 61763
             Johannesburg                                                          Marshalltown
             2001                                                                  2107

             so as to be received by the Transfer Secretaries by not later than 12:00 on the Closing Date.

     1.2.    If you accept the Offer in respect of all or any of your Adcock Shares and surrender your Documents of Title, you will NOT be able to
             trade your Adcock Shares from the date that you surrender your Documents of Title in respect of those Adcock Shares.

2.   DEMATERIALISED ADCOCK SHAREHOLDERS
     2.1. If you are a Dematerialised Adcock Shareholder, you will be contacted by your duly appointed CSDP or Broker in the manner stipulated
          in the custody agreement entered into between you and your CSDP or Broker, as the case may be, in order to ascertain whether or not
          you wish to accept the Offer. If you wish to accept the Offer, you must notify your CSDP or Broker of your acceptance of the Offer in the
          time and manner stipulated in the custody agreement entered into between you and your CSDP or Broker, as the case may be.

     2.2.    If you are a Dematerialised Adcock Shareholder and wish to accept the Offer, but have not been contacted by your CSDP or Broker, it
             would be advisable for you to contact and furnish your CSDP or Broker with instructions in regard to the acceptance of the Offer. These
             instructions must be provided in the manner and by the cut-off date and time stipulated in your custody agreement, and must be
             communicated by you and/or your CSDP or Broker to the Transfer Secretaries by no later than 12:00 on the Closing Date.

     2.3.    You must NOT complete the attached Form of Acceptance, Surrender and Transfer.

     2.4.    If you notify your CSDP or Broker of your desire to accept the Offer, you will NOT be able to trade your Adcock Shares from the date on
             which you notify your CSDP or Broker of your acceptance of the Offer.

     2.5.    The Offeror and the Transfer Secretaries take no responsibility and will not be held liable for any failure on the part of any CSDP or
             Broker to notify an Adcock Shareholder of the Offer and/or to obtain instructions from an Adcock Shareholder and submit acceptances
             timeously to the Transfer Secretaries.

3.   GENERAL
     3.1. Acceptances of the Offer that are sent through the post are sent at the risk of the Remaining Adcock Shareholder concerned.
          Accordingly, Remaining Adcock Shareholders should take note of the postal delivery times so as to ensure that acceptances of the
          Offer are received timeously. It is therefore recommended that such acceptances be sent by registered post or delivered by hand to the
          Transfer Secretaries.

     3.2.    Unless otherwise permitted by law, and in the sole discretion of the Offeror, purported acceptances will not be considered valid if given
             from within any foreign jurisdiction where the release, publication or distribution of this Circular may be restricted by law.

     3.3.    Payment of the Offer Consideration will be made within six Business Days after acceptance of the Offer.




                                                                               2
3.4.    If any person who is not a registered holder of Adcock Shares surrenders a share certificate in respect of the Adcock Shares, together
        with a transfer form for the registration of such Adcock Shares purporting to have been properly completed by the registered holder
        thereof, such first mentioned person shall be entitled to receive payment of the Offer Consideration pursuant to acceptance of the Offer,
        provided that:

        3.4.1.    such person proves to the satisfaction of the Offeror that the relevant securities transfer tax payable has in fact been paid in
                  respect of the proposed registration of transfer of such Adcock Shares; and

        3.4.2.    the Offer Consideration has not already been paid or posted to the registered holder of such Adcock Shares.

        The Offeror and/or the Transfer Secretaries may require, in their sole discretion, to be furnished by such person with an indemnity, in a
        form and on terms acceptable to the Offeror and the Transfer Secretaries, against any loss or damage, payment or expense which they,
        or any of their duly authorised representatives, may suffer or incur by reason of or arising from the payment of the Offer Consideration
        to such person.

3.5.    If a Form of Acceptance, Surrender and Transfer (pink) is rejected due to non-compliance with the instructions contained therein, then
        the Remaining Adcock Shareholder concerned will be deemed not to have accepted the Offer. The Offeror may nevertheless, in its sole
        discretion, condone such non-compliance as well as any other non-compliance by any Remaining Adcock Shareholder of any of the
        other terms and conditions of the Offer.

3.6.    Offer Participants should note that once they have accepted the Offer, they may not trade any Adcock Shares in respect of which the
        Offer has been accepted.

3.7.    For the sake of clarity, Offer Participants may not, after acceptance of the Offer, instruct any CSDP or Broker to hold their Adcock
        Shares as nominees on their behalf or, where such shares are already held by the CSDP or Broker as nominee, request the CSDP or
        Broker to release the shares in respect of which the Offer has been accepted.

3.8.    Remaining Adcock Shareholders who do not wish to accept the Offer need not take any action and may deal with their Adcock Shares
        as they deem fit.

3.9.    Remaining Adcock Shareholders are entitled to accept the Offer in whole or in part.

3.10.   This Offer shall not constitute an offer to purchase or the solicitation of an offer to sell any Adcock Shares in any jurisdiction in which
        such offer, solicitation or sale would be unlawful prior to the registration or qualification under the laws of such jurisdiction.

3.11.   If you are a Foreign Adcock Shareholder and you are in doubt about your position, you should consult your professional adviser in the
        relevant jurisdiction.




                                                                      3
TABLE OF CONTENTS



                                                                                                                                   Page

Important information                                                                                                  Inside front cover

Corporate information and advisers                                                                                                     1

Action required by Remaining Adcock Shareholders                                                                                       2

Important dates and times                                                                                                              5

Definitions and interpretations                                                                                                        6

Introduction and purpose of Circular                                                                                                   9

Offer to Remaining Adcock Shareholders                                                                                                10
1. Terms of the Offer and information relating to the Offeror                                                                         10
     1.1.   Rationale and reasons for the Offer                                                                                       10
     1.2.   Terms of the Offer                                                                                                        10
            1.2.1.    The Offer and the Offer Consideration                                                                           10
            1.2.2.    Remaining Adcock Shareholders                                                                                   10
            1.2.3.    Offer Period                                                                                                    10
            1.2.4.    Basis of acquisition of Adcock Shares                                                                           10
            1.2.5.    Conditions to the Offer                                                                                         11
            1.2.6.    Cash confirmation                                                                                               11
            1.2.7.    The Offeror’s intention to invoke the provisions of section 124 of the Act                                      11
            1.2.8.    Comparable offers                                                                                               11
     1.3.   Procedures for acceptance of the Offer                                                                                    12
            1.3.1.    Certificated Adcock Shareholders                                                                                12
            1.3.2.    Dematerialised Adcock Shareholders                                                                              12
            1.3.3.    Lost or destroyed Documents of Title                                                                            13
            1.3.4.    Acceptances irrevocable                                                                                         13
            1.3.5.    Transaction receipts                                                                                            13
            1.3.6.    Acceptances of the Offer by nominee companies and representatives                                               13
            1.3.7.    Taxation                                                                                                        13
     1.4.   Settlement                                                                                                                13
            1.4.1.    Certificated Adcock Shareholders                                                                                13
            1.4.2.    Dematerialised Adcock Shareholders                                                                              13
     1.5.   Governing law                                                                                                             13
     1.6.   South African Exchange Control Regulations                                                                                13
            1.6.1.    Residents of the Common Monetary Area                                                                           13
            1.6.2.    Emigrants from the Common Monetary Area                                                                         14
            1.6.3.    All other non-residents of the Common Monetary Area                                                             14
     1.7.   Other terms of the Offer                                                                                                  14
     1.8.   Restricted jurisdictions                                                                                                  15
     1.9.   Direct and indirect beneficial interests in the Offeror                                                                   15
            1.9.1.    Interests of the Offeror in Adcock                                                                              15
            1.9.2.    Interests of the Bidvest directors or equivalent in the Offeror’s securities and Adcock Shares                  15
     1.10. Proposed pool agreement with the PIC                                                                                       16
     1.11. Agreements between the Offeror or any person acting in concert with the Offeror                                            16
2. Information relating to the Offeree                                                                                                16
     2.1.   Background information on Adcock                                                                                          16
     2.2.   Continuation of Adcock’s business following the closing of the Offer                                                      16
     2.3.   Adcock directors                                                                                                          16
     2.4.   Offeree response circular                                                                                                 16
3. Consents                                                                                                                           17
4. Material change                                                                                                                    17
5. Directors’ responsibility statement                                                                                                17
6. Documents available for inspection

Annexure 1 – Price and trading history of Adcock Shares on the JSE                                                                    18

Annexure 2 – PIC trading history in Adcock Shares on the JSE                                                                          20

Form of Acceptance, Surrender and Transfer (pink)                                                                              Attached


                                                                          4
IMPORTANT DATES AND TIMES



                                                                                                                                               2015

Firm Intention Announcement released on SENS                                                                                     Thursday, March 12

Firm Intention Announcement published in the press                                                                                  Friday, March 13

Posting date of the Circular to Remaining Adcock Shareholders                                                                    Thursday, March 19

Opening date of the Offer at 09:00                                                                                                  Friday, March 20

Last day to trade in order to be eligible to accept the Offer                                                                     Thursday, April 30

Shares trade “ex” the Offer from commencement of trade                                                                               Monday, May 4

Record date, being the final date upon which Remaining Adcock Shareholders must be recorded in the register
in order to be eligible to accept the Offer                                                                                            Friday, May 8

Closing date of the Offer at 12:00                                                                                                     Friday, May 8

Results of the Offer released on SENS                                                                                               Monday, May 11

Offer Consideration posted to Offer Participants (once Documents of Title have been received)                                       Monday, May 11

Results of the Offer published in the press                                                                                         Tuesday, May 12


Notes
1. The Independent Adcock Board must publish the offeree response circular within 20 Business Days of the date of posting of this Circular, which
    response circular will include a fair and reasonable opinion as required under the Takeover Regulations. The Independent Adcock Board may
    however apply to the TRP for an extension of this time period. Adcock Shareholders will be notified of the granting of any such extension.

2.   The abovementioned dates and times are South African dates and times. All references to days are to Business Days.

3.   Payment of the Offer Consideration will be made within six Business Days of acceptance of the Offer, with the final payment date being
     Monday, May 11 2015.

4.   The above dates and times are subject to amendment at the discretion of the Offeror, which discretion includes the ability to extend the Closing
     Date of the Offer, subject to the prior written approval of the JSE and TRP being obtained. Any change will be released on SENS and published
     in the South African press.

5.   Although the salient dates and times are subject to change, such statement may not be regarded as consent or dispensation for any change to
     the time period which may be required in terms of the Takeover Regulations, where applicable, and any such consent or dispensation must be
     specifically applied for and approved by the Takeover Regulation Panel.




                                                                         5
DEFINITIONS AND INTERPRETATIONS



In this Circular, the annexures and the Form of Acceptance, Surrender and Transfer (pink) attached hereto, unless otherwise stated or the context
indicates otherwise, the terms and expressions in the first column will bear the meanings stated opposite them in the second column, and related
expressions will bear corresponding meanings; words in the singular will include the plural and vice versa; words denoting one gender will include
the other genders; and words denoting natural persons will include juristic persons and vice versa.

“Act”                                       the Companies Act, No. 71 of 2008, as amended or re-enacted from time to time;

“Adcock” or “the Offeree”                   Adcock Ingram Holdings Limited (registration number 1949/034385/06), a company incorporated in
                                            accordance with the laws of South Africa;

“Adcock “A” Shareholder”                    a registered holder of Adcock “A” Shares;

“Adcock “A” Shares”                         automatically convertible “A” ordinary shares in Adcock with a par value of 10 cents each;

“Adcock “B” Shareholder”                    a registered holder of Adcock “B” Shares;

“Adcock “B” Shares”                         automatically convertible “B” ordinary shares in Adcock with a par value of 10 cents each;

“Adcock Phantom Option(s)”                  options in respect of not more than 1 930 054 Adcock Shares created in terms of the Adcock
                                            Phantom Share Scheme;

“Adcock Phantom Share Scheme”               Adcock’s phantom cash option scheme;

“Adcock Shares”                             ordinary shares in Adcock with a par value of 10 cents each (it being recorded that such shares do not
                                            include the Adcock “A” Ordinary Shares or the Adcock “B” Ordinary Shares, which shares are of
                                            different classes);

“Adcock Shareholders”                       registered holders of Adcock Shares;

“Adcock Share Option(s)”                    options in respect of not more than 1 640 700 Adcock Shares created in terms of the Adcock Share
                                            Option Scheme;

“Adcock Share Option Scheme”                the option scheme created by Adcock in place for executives, key management and other critical
                                            employees, approved by Adcock Shareholders in 2008;

“Authorised Dealer”                         an authorised dealer of the SARB, designated as such in terms of the Exchange Control Regulations;

“Bidvest” or “the Offeror”                  The Bidvest Group Limited and/or its subsidiaries, (registration number 1946/021180/06), a company
                                            duly incorporated and registered under the company laws of South Africa;

“Bidvest Board”                             those members of the board of directors of Bidvest as at the Last Practicable Date whose names are
                                            set out in the Introduction of this Circular;

“Blue Falcon”                               Blue Falcon 69 Trading Proprietary Limited (registration number 2009/016091/07), a private company
                                            duly incorporated in accordance with the laws of South Africa, a participant in the Existing Adcock BEE
                                            Transaction and the shareholders of which are Kagiso Strategic Investments III Proprietary, Kurisani
                                            Youth Development Trust (a trust established to benefit historically disadvantaged South African youth)
                                            and the Mookodi Pharma Trust (a trust established for the benefit of black medical doctors and/or
                                            health professionals);

“Broker”                                    any person registered as a broking member (equities) in terms of the rules of the JSE made in
                                            accordance with the provisions of the Financial Markets Act, No. 19 of 2012, as amended;

“Bophelo Trust”                             the Mpho Ea Bophelo Trust (master’s reference number IT330/2010) formed for the benefit of qualifying
                                            employees and a participant in the Existing Adcock BEE Transaction;

“Business Day”                              any day other than a Saturday, a Sunday or an official public holiday in South Africa;

“Certificated Adcock Share”                 an Adcock Share, which has not been Dematerialised, and title to which is evidenced by a Document
                                            of Title;

“Certificated Adcock Shareholder”           an Adcock Shareholder who holds Certificated Adcock Shares;

“Circular”                                  this bound offer document dated Thursday, March 19 2015, including its annexures and attachments;

“Closing Date”                              the last date on which the Remaining Adcock Shareholders will be able to accept the Offer being
                                            Friday, May 8 2015;

“Common Monetary Area”                      South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland;

“Competition Authorities”                   the Competition Commission and/or the Competition Tribunal and/or the Competition Appeal Court, of
                                            South Africa created in terms of the Competition Act, No. 89 of 1998, and/or any other similar
                                            competition authorities in any other relevant jurisdiction;


                                                                         6
“CSDP”                                   participant, as defined in section 1 of the Financial Markets Act, No. 19 of 2012;

“Dematerialise” or “Dematerialisation”   the process by which Certificated Adcock Shares are converted into electronic format as
                                         Dematerialised Adcock Shares and recorded in the uncertificated securities Register;

“Dematerialised Adcock Share”            an Adcock Share that has been Dematerialised or has been issued in Dematerialised form, and
                                         recorded in the uncertificated securities Register;

“Dematerialised Adcock Shareholder”      an Adcock Shareholder who holds Dematerialised Adcock Shares;

“Dividend Shares”                        the collective 2 571 000 Adcock Shares which, if the Existing Adcock BEE Transaction is terminated,
                                         will be released by Adcock and disposed of by Blue Falcon and the Bophelo Trust to Bidvest in terms
                                         of the Dividend Share Disposal Undertakings;

“Dividend Share Disposal Undertakings”   the written undertakings dated Friday, February 20 2015 provided by Blue Falcon and the Bophelo
                                         Trust respectively to Bidvest in terms of which Blue Falcon and the Bophelo Trust have undertaken to
                                         dispose of their dividend-acquired Adcock Shares which, upon the termination of the Existing Adcock
                                         BEE Transaction, will be released by Adcock from the restrictions over such Adcock Shares under the
                                         terms of the Existing Adcock BEE Transaction;

“Documents of Title”                     share certificates, certified transfer deeds, balance receipts, or any other documents of title to Adcock
                                         Shares reasonably acceptable to Bidvest;

“Exchange Control Regulations”           the Exchange Control Regulations, 1961, as amended, issued under section No. 9 of the Currency and
                                         Exchanges Act, 9 of 1933, as amended;

“Existing Adcock BEE Transaction”        Adcock’s black economic empowerment transaction implemented on the terms as set out in the
                                         circular to Adcock Shareholders dated March 17 2010;

“Firm Intention Announcement”            the announcement by Adcock setting out the terms of a firm intention by Bidvest or any of its
                                         subsidiaries to propose the Offer to the Remaining Adcock Shareholders, as released on SENS on
                                         Thursday, March 12 2015 and published in the South African press on Friday, March 13 2015;

“Firm Intention Letter”                  the letter, dated Wednesday, March 11 2015, submitted to the Adcock board of directors by Bidvest,
                                         in which Bidvest indicated its firm intention to make an offer to acquire the Remaining Adcock Shares;

“Foreign Adcock Shareholder”             an Adcock Shareholder who is a non-resident of South Africa as contemplated in the Exchange
                                         Control Regulations;

“Form of Acceptance, Surrender and       the form of acceptance, surrender and transfer of Documents of Title attached to this Circular (pink), to
Transfer”                                be completed by Certificated Adcock Shareholders in order to accept the Offer;

“In The Money Phantom Option”            an Adcock Phantom Option, whether exercised or not, and if not exercised, whenever exercisable, in
                                         respect of which the grant price is less than R52.00;

“In The Money Share Option”              an Adcock Share Option, whether exercised or not, and if not exercised, whenever exercisable, in
                                         respect of which the exercise price is less than R52.00;

“Independent Adcock Board”               those members of the Adcock board or directors who have been identified by the Adcock board of
                                         directors as being independent for the purposes of the consideration of the Offer in accordance with
                                         Regulation 108(8) of the Takeover Regulations;

“JSE”                                    the exchange licensed under the Financial Markets Act No. 19 of 2012, and operated by JSE Limited
                                         (registration number 2005/022939/06), a public company duly incorporated and registered under the
                                         laws of South Africa;

“JSE Listings Requirements”              the listing requirements issued by the JSE from time to time;

“Last Practicable Date”                  the last practicable date prior to finalisation of this Circular, being Friday, March 13 2015;

“Offer”                                  the general offer to the Remaining Adcock Shareholders made in accordance with section 117(1)(c)(v)
                                         of the Act, to acquire all of the Remaining Adcock Shares for the Offer Consideration;

“Offer Consideration”                    the cash consideration of R52.00 payable by the Offeror for each Adcock Share disposed of in terms
                                         of the Offer;

“Offer Payment Date”                     date of payment of the Offer Consideration in respect of the Offer to those Remaining Adcock
                                         Shareholders who have elected to accept the Offer and dispose of their Adcock Shares to Bidvest
                                         which date will be within six Business Days of acceptance of the Offer, with the final payment date
                                         being Monday, May 11 2015;

“Offer Period”                           the period beginning at 9:00 on the Opening Date and ending at 12:00 on the Closing Date during
                                         which the Remaining Adcock Shareholders will be entitled to accept the Offer;




                                                                      7
“Offer Shares”                         all of the Adcock Shares but specifically excluding Treasury Shares, “A” Ordinary Shares, “B” Ordinary
                                       Shares and Adcock Shares already held by Bidvest;

“Offer Participants”                   the Remaining Adcock Shareholders to whom/which the Offer is made and who validly and lawfully
                                       accept the Offer during the Offer Period;

“Opening Date”                         the opening date in respect of the Offer, expected to be 09:00 on Friday, March 20 2015;

“PIC”                                  the Public Investment Corporation (SOC) Limited;

“Pool Agreement”                       the proposed pool agreement between Bidvest and the PIC in relation to 82 000 000 (eighty-two
                                       million) Adcock ordinary shares (with Bidvest and the PIC each contributing 41 000 000 Adcock
                                       ordinary shares) representing 47.82% of Adcock Shares excluding Treasury Shares as set out in more
                                       detail in paragraph 1.10 of the Circular;

“R” or “Rand(s)”                       South African Rand, the official currency of South Africa;

“Register”                             the securities register of Adcock Shareholders maintained by the Transfer Secretaries in accordance
                                       with sections 50(1) and 50(3) of the Act, including both Certificated Adcock Shareholders and
                                       Dematerialised Adcock Shareholders;

“Remaining Adcock Share(s)”            comprising 112 183 969 Adcock Shares, being the entire issued ordinary share capital of Adcock,
                                       which number excludes Treasury Shares, “A” Ordinary Shares, “B” Ordinary Shares and Adcock
                                       Shares already held by Bidvest;

“Remaining Adcock Shareholders”        holders of the Remaining Adcock Shares;

“SARB”                                 the South African Reserve Bank;

“SENS”                                 the Stock Exchange News Service of the JSE;

“South Africa”                         the Republic of South Africa;

“Takeover Regulation Panel” or “TRP”   the Takeover Regulation Panel established pursuant to section 196 of the Act;

“Takeover Regulations”                 the Takeover Regulations issued in terms of section 120 of the Act, as amended;

“Transfer Secretaries”                 the transfer secretaries of Adcock, being Computershare Investor Services Proprietary Limited
                                       (Registration number 2004/003647/07), a private company duly incorporated and registered in
                                       accordance with the laws of South Africa; and

“Treasury Shares”                      4,285,435 Adcock Shares, which number excludes the Dividend Shares currently held as treasury
                                       shares, held by subsidiaries of Adcock and representing 2.44% of all Adcock Shares in issue.




                                                                    8
INTRODUCTION AND PURPOSE OF CIRCULAR



Bidvest directors
CWL Phalatse (Chairman)#,
B Joffe (Chief Executive Officer)*,
BL Berson*+,
DE Cleasby*,
AW Dawe*,
NT Madisa*,
LP Ralphs*,
PC Baloyi#,
DDB Band#,
AA da Costa#,
EK Diack#,
AK Maditsi#,
FN Mantashe#,
S Masinga#,
D Masson#,
NG Payne#,
T Slabbert#.

* Executive director
+ Australian
# Independent non-executive

1.   INTRODUCTION

     1.1.     Adcock Shareholders are referred to the Firm Intention Announcement released by Adcock on SENS on Thursday, March 12 2015 and
              published in the press on Friday, March 13 2015 whereby Adcock Shareholders were advised of Bidvest’s offer to acquire the
              Remaining Adcock Shares for the Offer Consideration in terms of section 117(1)(c)(v) of the Act.

     1.2.     The Offer is an affected transaction as defined in section 117 of the Act and, as such, the Offer is regulated by the Act in terms of the
              Takeover Regulations and the JSE.

     1.3.     The purpose of this Circular is to:

              1.3.1.    set out the terms on which Bidvest makes the Offer to Remaining Adcock Shareholders to purchase all of their Adcock
                        Shares;

              1.3.2.    provide Remaining Adcock Shareholders with information in relation to the Offer; and

              1.3.3.    inform Remaining Adcock Shareholders of the manner in which the Offer may be accepted and the manner in which the Offer
                        will be implemented.

     1.4.     For a full understanding of the detailed legal terms of the Offer, this Circular should be read in its entirety.




                                                                               9
OFFER TO REMAINING ADCOCK SHAREHOLDERS



1.   TERMS OF THE OFFER AND INFORMATION RELATING TO THE OFFEROR

     1.1.   Rationale and reasons for the Offer
            1.1.1.   Adcock Shareholders are referred to the Bidvest SENS announcement dated January 31 2014 detailing Bidvest’s acquisition
                     of 34.57% of the total issued Adcock Shares (excluding Treasury Shares).

            1.1.2.   As set out in the proposed offer announcement to acquire the Remaining Adcock Shares released on SENS on Monday,
                     February 23 2015, in terms of the Dividend Share Disposal Undertakings, Bidvest agreed to acquire the Dividend Shares
                     from Blue Falcon and the Bophelo Trust for a cash consideration of R52.00 per Adcock Share. Such offer is however subject
                     to the approval by Adcock Shareholders of the termination of the Existing Adcock BEE Transaction as well as Bidvest making
                     an offer at the same cash consideration of R52.00 per Adcock Share to all of the Remaining Adcock Shareholders.

            1.1.3.   Pursuant to the proposed offer, and in order to acquire the Dividend Shares, Bidvest notified Adcock of its firm intention to
                     make an offer for the Remaining Adcock Shares on Wednesday, March 11 2015 and Adcock published a Firm Intention
                     Announcement on SENS on Thursday, March 12 2015 setting out Bidvest’s firm intention to make an offer for the Remaining
                     Adcock Shares.

            1.1.4.   The Offer furthermore removes uncertainty surrounding Bidvest’s intention to acquire the Remaining Adcock Shares and
                     provides Adcock Shareholders with certainty in this regard.

     1.2.   Terms of the Offer
            1.2.1.   The Offer and the Offer Consideration
                     1.2.1.1.   Bidvest hereby makes a general offer, as contemplated in section 117(1)(c)(v) of the Act, to purchase all of the
                                Remaining Adcock Shares held by each Remaining Adcock Shareholder for the Offer Consideration on the terms
                                set out in this Circular.

                     1.2.1.2.    The Offer Consideration for every Offer Share disposed of by an Offer Participant in terms of the Offer is R52.00.
                                 Remaining Adcock Shareholders may elect to accept the Offer in whole or in part.

                     1.2.1.3.    The Offer Consideration will be payable to the Remaining Adcock Shareholders who elect to take up and lawfully
                                 accept the Offer, and will be settled as set out in paragraph 1.4 below.

                     1.2.1.4.    The Offer Consideration represents a premium of 13% to the 30-day volume weighted average price of Adcock
                                 Shares (being R46.03 on Friday, February 20 2015), being the Business Day preceding the announcement by
                                 Bidvest of its intention to make the Offer.

            1.2.2.   Remaining Adcock Shareholders
                     1.2.2.1.  Adcock Shareholders who elect not to accept the Offer, or who elect to only accept the Offer in part, will remain
                               shareholders in Adcock. In this regard, Remaining Adcock Shareholders are referred to the announcement by
                               Adcock on Monday, February 23 2015 regarding the proposed cancellation of the Existing Adcock BEE
                               Transaction and the proposed new Adcock BEE transaction.

            1.2.3.   Offer Period
                     1.2.3.1.    The Offer will be open for acceptance from 09:00 on Friday, March 20 2015 and will remain open until the
                                 Closing Date which, unless Adcock Shareholders are notified to the contrary, will be Friday, May 8 2015.

                     1.2.3.2.    The Offeror may, at its discretion, subject to the prior approval of the Takeover Regulation Panel, make any
                                 changes to the dates referred to in this Circular (including extending the Closing Date), which amended dates will
                                 be released on SENS and published in the South African press.

            1.2.4.   Basis of acquisition of Adcock Shares
                     1.2.4.1.   The Offer Shares in respect of which the Offer is accepted will be acquired by the Offeror, free of liens, equities,
                                mortgages, options, rights of pre-emption, charges, encumbrances and other third party rights and interests of
                                any nature whatsoever.

                     1.2.4.2.    Offer Participants warrant that they shall deliver the Offer Shares to the Offeror free of all the aforementioned liens,
                                 equities, mortgages, options, rights of pre-emption, charges, encumbrances and other third party rights and
                                 interests of any nature whatsoever.

                     1.2.4.3.    The sale (as distinct from settlement) of the Offer Shares shall be deemed to take place on the date of acceptance
                                 of the Offer, notwithstanding the actual date of transfer.




                                                                         10
1.2.5.   Conditions to the Offer
         1.2.5.1.   Bidvest obtained approval from the Competition Authorities for the acquisition of control of Adcock during August
                    2014, and, accordingly, the Offer is not subject to any conditions precedent and is capable of acceptance by
                    Remaining Adcock Shareholders immediately.

         1.2.5.2.   The issuance by the TRP of the requisite compliance certificate will take place upon the closing of the Offer.

1.2.6.   Cash confirmation
         1.2.6.1.   The Standard Bank of South Africa Limited and Bidvest Bank Limited have furnished the TRP with irrevocable
                    bank guarantees that the Offeror has sufficient cash resources and/or facilities with which to meet its obligations
                    in relation to the Offer.

1.2.7.   The Offeror’s intention to invoke the provisions of section 124 of the Act
         1.2.7.1.    As set out in paragraph 1.10 of this Circular, Bidvest has received an undertaking from the PIC not to accept the
                     Offer for 48 466 905 Adcock Shares (representing 28.27% of the Remaining Adcock Shares) which it manages on
                     behalf of the Government Employees Pension Fund and Unemployment Insurance Fund. The Offer will
                     accordingly not be accepted by Remaining Adcock Shareholders holding at least 90% (ninety percent) of the Offer
                     Shares and Bidvest will not exercise any entitlements it may have under section 124 of the Act.

         1.2.7.2.   As Bidvest does not intend to exercise any entitlements under section 124 of the Act, Adcock will remain listed on
                    the JSE upon the closing of the Offer.

1.2.8.   Comparable offers
         1.2.8.1. Adcock “A” Shares and Adcock “B” Shares:
                  1.2.8.1.1. As the Opening Date of the Offer precedes (if approved and implemented) the termination of the
                                 Existing Adcock BEE Transaction, Bidvest is required in terms of the Takeover Regulations to make a
                                 comparable offer to the Adcock “A” Shareholders and the Adcock “B” Shareholders to acquire their
                                 Adcock “A” Shares and Adcock “B” Shares respectively.

                    1.2.8.1.2.   As part of the undertakings set out in the Dividend Share Disposal Undertakings, the Adcock “A”
                                 Shareholders and Adcock “B” Shareholders agreed that in the event that Bidvest makes an offer to
                                 acquire the Remaining Adcock Shares, they will waive any entitlement to a comparable offer under
                                 section 125 of the Act, which they have done.

                    1.2.8.1.3.   The TRP has approved the waiver of the entitlement to a comparable offer as described in
                                 paragraph 1.2.8.1.2 above on the basis that the Adcock “A” Shareholders and Adcock “B”
                                 Shareholders have voluntarily waived their entitlement to such an offer. Copies of the waiver letters
                                 from the shareholders are available for inspection in accordance with paragraph 6 of this Circular.

                    1.2.8.1.4.   Furthermore, as set out in the Adcock SENS announcement dated Monday, February 23 2015,
                                 Adcock intends, subject to the requisite approvals and conditions precedent set out in the
                                 announcement, to terminate the Existing Adcock BEE Transaction, which termination will result in the
                                 cancellation of the Adcock “A” Shares and the Adcock “B” Shares.

         1.2.8.2.   Adcock Share Option Scheme
                    1.2.8.2.1.   The Adcock Share Option Scheme, introduced by Adcock in 2008, is a long-term share incentive
                                 scheme (a legacy of the unbundling of Adcock from Tiger Brands Limited) in favour of certain
                                 executives and employees of Adcock.

                    1.2.8.2.2.   As required in terms of the Takeover Regulations, holders of the Adcock Share Options are entitled
                                 to receive a comparable offer concurrently with the Offer. Accordingly, Bidvest hereby makes an offer
                                 to the participants of the Adcock Share Option Scheme to acquire any Adcock Shares which they
                                 may hold in the event that the Offer triggers an accelerated vesting and exercise of the Adcock
                                 Share Options under the terms of the Adcock Share Option Scheme, alternatively, settle the net in
                                 the money portion thereof attributable to the employees as may be agreed between Bidvest, Adcock
                                 and the relevant employees (“Net Settled”).

                    1.2.8.2.3.   As at the Last Practicable Date, there were 1 640 700 Adcock Share Options outstanding, 6 700 of
                                 which are In The Money Share Options, resulting in the potential aggregate payment to holders of
                                 the Adcock Share Options of up to R158 566 calculated as the sum of the difference between the
                                 Offer Consideration and the strike price of the In The Money Share Options multiplied by the number
                                 of the In The Money Share Options.




                                                           11
1.2.8.3.    Adcock Phantom Option Scheme
                            1.2.8.3.1. As required by the Takeover Regulations, holders of the Adcock Phantom Options are entitled to
                                       receive a comparable offer concurrently with the Offer. Accordingly, Bidvest hereby makes an offer to
                                       the participants of the Adcock Phantom Share Scheme to settle the net in the money portion of the
                                       Adcock Phantom Options in the event that the Offer triggers the accelerated vesting of the Adcock
                                       Phantom Options under the terms of the Adcock Phantom Share Scheme.

                            1.2.8.3.2.   As at the Last Practicable Date, there were 1 630 054 Adcock Phantom Options outstanding,
                                         234 601 of which are In The Money Phantom Options, resulting in the potential aggregate payment
                                         to holders of the Phantom Options of up to R206 449 calculated as the sum of the difference
                                         between the Offer Consideration and the strike price of the In The Money Phantom Options
                                         multiplied by the number of the In The Money Phantom Options.

1.3.   Procedures for acceptance of the Offer
       1.3.1.  Certificated Adcock Shareholders
               1.3.1.1.    Certificated Adcock Shareholders who wish to accept the Offer must complete the Form of Acceptance,
                           Surrender and Transfer (pink) attached to the Circular in accordance with the instructions therein. The completed
                           Form of Acceptance, Surrender and Transfer (pink) must be forwarded, together with the relevant Documents of
                           Title, by hand or by post, to the Transfer Secretaries, as follows:

                            By hand                                                     By post
                            Computershare Investor Services Proprietary Limited         Computershare Investor Services Proprietary Limited
                            70 Marshall Street                                          PO Box 61763
                            Johannesburg                                                Marshalltown
                            2001                                                        2107

                            so as to be received by the Transfer Secretaries by no later than 12:00 on the Closing Date.


                            If a Form of Acceptance, Surrender and Transfer (pink) is not received by 12:00 on the Closing Date, the Offer will
                            be deemed to have not been accepted. No late acceptances will be considered if received by the Transfer
                            Secretaries after 12:00 on the Closing Date.

                            Delivery of the Forms of Acceptance, Surrender and Transfer (pink) and Documents of Title are at the risk of the
                            Offer Participant concerned. If such acceptances are sent through the post, it is recommended that they be sent
                            to the Transfer Secretaries by registered post. Alternatively, the attached Form of Acceptance, Surrender and
                            Transfer (pink) together with the Documents of Title can be delivered by hand to the Transfer Secretaries, whose
                            details are set out above and in the “Corporate information and advisers” section of this Circular.

       1.3.2.   Dematerialised Adcock Shareholders
                1.3.2.1.   If you are a Dematerialised Adcock Shareholder, you will be contacted by your duly appointed CSDP or Broker in
                           the manner stipulated in the custody agreement entered into between you and your CSDP or Broker, as the case
                           may be, in order to ascertain whether or not you wish to accept the Offer. If you wish to accept the Offer, you
                           must notify your CSDP or Broker of your acceptance of the Offer in the time and manner stipulated in the custody
                           agreement entered into between you and your CSDP or Broker, as the case may be.

                1.3.2.2.    If you are a Dematerialised Adcock Shareholder and wish to accept the Offer, but have not been contacted by
                            your CSDP or Broker, it would be advisable for you to contact and furnish your CSDP or Broker with instructions
                            in regard to the acceptance of the Offer. These instructions must be provided in the manner and by the cut-off
                            date and time stipulated in your custody agreement, and must be communicated by you and/or your CSDP or
                            Broker to the Transfer Secretaries by no later than 12:00 on the Closing Date.

                1.3.2.3.    You must NOT complete the attached Form of Acceptance, Surrender and Transfer.

                1.3.2.4.    If you notify your CSDP or Broker of your request to accept the Offer, you will NOT be able to trade your Adcock
                            Shares from the date on which you notify your CSDP or Broker of your acceptance of the Offer.

                1.3.2.5.    The Offeror and the Transfer Secretaries take no responsibility and will not be held liable for any failure on the part
                            of any CSDP or Broker to notify an Adcock Shareholder of the Offer and/or to obtain instructions from an Adcock
                            Shareholder and submit acceptances timeously to the Transfer Secretaries.




                                                                    12
1.3.3.    Lost or destroyed Documents of Title
                 1.3.3.1.   If Documents of Title relating to Adcock Shares have been lost or destroyed, Certificated Adcock Shareholders
                            who wish to accept the Offer should nevertheless return the attached Form of Acceptance, Surrender and
                            Transfer (pink) duly signed and completed, together with evidence satisfactory to the Offeror that the Documents
                            of Title to the relevant Offer Shares have been lost or destroyed and an indemnity on terms satisfactory to the
                            Offeror (the costs of which shall be borne by the Adcock Shareholder).

       1.3.4.    Acceptances irrevocable
                 1.3.4.1.  All acceptances of the Offer received by the Transfer Secretaries, the Offeror or the relevant CSDP or Broker and
                           treated as valid by them on or prior to the Closing Date shall be irrevocable.

       1.3.5.    Transaction receipts
                 1.3.5.1.   No receipts shall be issued by the Transfer Secretaries or the Offeror for Forms of Acceptance, Surrender and
                            Transfer (pink) unless specifically requested to do so by the Remaining Adcock Shareholder in question. Lodging
                            agents who require special transaction receipts are requested to prepare such receipts and to submit them for
                            stamping by the Transfer Secretaries together with the Form of Acceptance, Surrender and Transfer (pink).

       1.3.6.    Acceptances of the Offer by nominee companies and representatives
                 1.3.6.1.  Acceptances of the Offer by recognised nominee companies may be submitted in aggregate or in respect of each
                           Remaining Adcock Shareholder represented by such nominee companies.

                 1.3.6.2.    Any representative accepting the Offer warrants that it is duly authorised to do so.

       1.3.7.    Taxation
                 1.3.7.1.    Acceptances of the Offer may have an impact on an Adcock Shareholder’s personal tax position in relation
                             thereto. Accordingly, Remaining Adcock Shareholders should seek the advice of their tax advisers in this regard.

1.4.   Settlement
       Settlement of the Offer Consideration pursuant to the Offer will be implemented in accordance with the terms of the Offer, without
       regard to any lien, right of set-off, counterclaim, deduction, withholding or other analogous right to which Bidvest may otherwise be, or
       claim to be, entitled against any shareholder.

       1.4.1.    Certificated Adcock Shareholders
                 1.4.1.1.    The Offeror will procure the settlement of the Offer Consideration to those Remaining Adcock Shareholders who
                             have elected to accept the Offer and who have surrendered their Documents of Title and furnished duly signed
                             Forms of Acceptance, Surrender and Transfer (pink) in accordance with the instructions contained therein, at the
                             risk of the Remaining Adcock Shareholder concerned, by way of electronic funds transfer within six Business
                             Days of acceptance of the Offer and surrender of their Documents of Title.

       1.4.2.    Dematerialised Adcock Shareholders
                 1.4.2.1.   The Offeror will procure the settlement of the Offer Consideration to the CSDPs or Brokers who hold the Adcock
                            Shares as nominees for the Remaining Adcock Shareholders who have elected to accept the Offer within six
                            Business Days of acceptance of the Offer. Settlement of the Offer Consideration by the CSDP or Broker to the
                            Remaining Adcock Shareholder will be in accordance with the terms of the relevant custody agreement.

1.5.   Governing law
       This Circular, the Offer and any acceptance thereof, will be governed by and constituted in accordance with the laws of South Africa
       and will be subject to the exclusive jurisdiction of the South African courts.

1.6.   South African Exchange Control Regulations
       The settlement of the Offer Consideration for both Certificated Adcock Shareholders and Dematerialised Adcock Shareholders will be
       made subject to the Exchange Control Regulations.

       The following is a summary of the Exchange Control Regulations. The Remaining Adcock Shareholders that are to receive the Offer
       Consideration who are not resident in South Africa, or who have registered addresses outside South Africa, must satisfy themselves as
       to the full observance of the laws of the relevant jurisdiction concerning the receipt of the Offer Consideration, new share certificates or
       the amendment of their share statements, including obtaining any required governmental or other consents, observing any other
       required formalities and paying any issue, transfer or other taxes due in that jurisdiction. If any Remaining Adcock Shareholder is in any
       doubt regarding the Exchange Control Regulations of the Offer, he/she should consult his/her professional advisers without delay.

       1.6.1.    Residents of the Common Monetary Area:
                 1.6.1.1.   in the case of Certificated Adcock Shareholders whose registered address in the Register are within the Common
                            Monetary Area and whose Documents of Title are not restrictively endorsed in terms of the Exchange Control
                            Regulations, the Offer Consideration will be settled to such Certificated Adcock Shareholders, in accordance with
                            paragraphs 1.4.1; or




                                                                    13
1.6.1.2.    in the case of Dematerialised Adcock Shareholders whose registered addresses in the Register are within the
                             Common Monetary Area and whose accounts with their CSDP or Broker have not been restrictively designated in
                             terms of the Exchange Control Regulations, the Offer Consideration will be credited directly to the accounts
                             nominated for the relevant Dematerialised Adcock Shareholders by their duly appointed CSDP or Broker in terms
                             of the provisions of the custody agreement with their CSDP or Broker.

       1.6.2.    Emigrants from the Common Monetary Area
                 1.6.2.1.   In the case of Remaining Adcock Shareholders who are emigrants from the Common Monetary Area and whose
                            Shares form part of their blocked assets, the Offer Consideration will:

                             1.6.2.1.1.   in the case of Certificated Adcock Shareholders whose Documents of Title are restrictively endorsed
                                          in terms of the Exchange Control Regulations, be forwarded to the Authorised Dealer in foreign
                                          exchange in South Africa controlling such Certificated Adcock Shareholders’ blocked assets in terms
                                          of the Exchange Control Regulations against delivery of the relevant Documents of Title. The
                                          attached Form of Acceptance, Surrender and Transfer (pink) makes provision for details of the
                                          Authorised Dealer concerned to be given; or

                             1.6.2.1.2.   in the case of Dematerialised Adcock Shareholders whose registered addresses in the Register are
                                          within the Common Monetary Area and have not been restrictively designated in terms of the
                                          Exchange Control Regulations, be paid to their CSDP or Broker, which shall arrange for same to be
                                          credited directly to the blocked Rand bank account of the Remaining Adcock Shareholder
                                          concerned with their Authorised Dealer in foreign exchange in South Africa.

       1.6.3.    All other non-residents of the Common Monetary Area
                 1.6.3.1.    The Offer Consideration accruing to Foreign Adcock Shareholders whose registered addresses are outside the
                             Common Monetary Area and who are not emigrants from the Common Monetary Area will:

                             1.6.3.1.1.   in the case of Certificated Adcock Shareholders whose Documents of Title have been restrictively
                                          endorsed in terms of the Exchange Control Regulations, be deposited with their Authorised Dealer in
                                          foreign exchange in South Africa nominated by such Certificated Adcock Shareholders. The
                                          attached Form of Acceptance, Surrender and Transfer (pink) makes provision for the nomination
                                          required; or

                             1.6.3.1.2.   in the case of Dematerialised Adcock Shareholders, be paid to their duly appointed CSDP or Broker
                                          and credited to such Remaining Adcock Shareholders in terms of the provisions of the custody
                                          agreement with their CSDP or Broker.

       If the information regarding Authorised Dealers is not provided in terms of paragraph 1.6.2 and paragraph 1.6.3 above, the Offer
       Consideration will be held in trust by the Offeror for the Offer Participants concerned, pending receipt of the necessary information or
       instructions. All interest accruing on the Offer Consideration so held in trust will be for the benefit of the Offer Participant concerned.

1.7.   Other terms of the Offer
       1.7.1.   The Offer may be amended, varied or revised in such manner as the Offeror in its sole discretion may determine, provided
                that no such amendment, variation or revision shall be made unless:
                1.7.1.1.   the prior consent of the Takeover Regulation Panel and the JSE has been obtained;

                 1.7.1.2.    there is no diminution in the value of the Offer Consideration offered; and

                 1.7.1.3.    an announcement containing the amended, varied or revised offer is made prior to the closing time and date of
                             the offer or such other date which is approved by the Takeover Regulation Panel and the JSE.

       1.7.2.    Without prejudice to its other rights, the Offeror reserves the right to condone, in its sole discretion, the non-observance by
                 any Remaining Adcock Shareholder of any of the terms or conditions of the Offer. If the Offer is amended, varied or revised in
                 a manner which makes it more favourable to Remaining Adcock Shareholders, the benefit of such improvement will
                 automatically accrue to any Remaining Adcock Shareholder who accepted the Offer prior to the amendment, variation or
                 revision being made.

       1.7.3.    The acceptance by or on behalf of such Remaining Adcock Shareholder of the Offer in its original or previous form shall be
                 deemed to be an acceptance of any improved Offer pursuant to any such amendment, variation or revision and shall
                 constitute an irrevocable authority and power of attorney in rem suam to any director or duly authorised representative of
                 Bidvest to:

                 1.7.3.1.    accept such amended, varied or revised offer on behalf of such Remaining Adcock Shareholder; and

                 1.7.3.2.    execute on behalf of and in the name of such Remaining Adcock Shareholder all such further documents (if any)
                             as may be required to give effect to such acceptance.




                                                                    14
1.8.   Restricted jurisdictions
       1.8.1.   To the extent that the distribution of this Circular in certain jurisdictions outside of South Africa may be restricted or prohibited
                by the laws of such foreign jurisdiction then this Circular is deemed to have been provided for information purposes only and
                the Bidvest Board accepts no responsibility for any failure by Offer Participants to inform themselves about, and to observe,
                any applicable legal requirements in any relevant foreign jurisdiction.

       1.8.2.    Offer Participants who are in any doubt as to their position should consult their professional advisers.

1.9.   Direct and indirect beneficial interests of the Offeror
       1.9.1.   Interests of the Offeror in Adcock
                Bidvest holds an indirect shareholding (through its wholly owned subsidiary BB Investments Proprietary Limited) of 34.57% of
                the Adcock Shares, excluding Treasury Shares, in issue. At the Last Practicable Date, Bidvest did not hold any options over
                Adcock Shares other than the agreement to acquire the Dividend Shares.

                 Bidvest has not traded in Adcock Shares in the past six months.

       1.9.2.    Interests of Bidvest directors or equivalent in the Offeror’s securities and Adcock Shares:

                 1.9.2.1.    The direct and indirect beneficial interests of the Bidvest directors or equivalent in the share capital of Bidvest as
                             at the Last Practicable Date have been set out below:

                                                                             Direct             Indirect
                             Bidvest director                               beneficial         beneficial            Total           Percentage

                             BL Berson                                                   8           38 313             38 321              0.01%

                             DE Cleasby                                           80 746                    –           80 746              0.02%

                             AW Dawe                                              38 040                    –           38 040              0.01%

                             AA da Costa                                                 –          213 239            213 239              0.06%

                             B Joffe                                              75 794                    –           75 794              0.02%

                             NT Madisa                                            52 000                    –           52 000              0.02%

                             D Masson                                                    8             7 235              7 243             0.00%

                             LP Ralphs                                           138 891                    –          138 891              0.04%

                             Total                                               385 487            258 787            644 274              0.17%


                 1.9.2.2.    The table below sets out the trades carried out in the past six months by the Bidvest directors:

                             Bidvest director      Date                    Purchase / sale                             Volume                Price

                             B Joffe               November 11 2014        Delivery of CSP shares awarded               13 215              R0.00

                             B Joffe               November 11 2014        Sale of CSP shares awarded                   93 269            R300.40

                             BL Berson             November 11 2014        Sale of CSP shares awarded                   70 989            R300.40

                             DE Cleasby            November 11 2014        Delivery of CSP shares awarded               27 500              R0.00

                             DE Cleasby            November 11 2014        Sale of CSP shares awarded                   25 742            R300.40

                             LP Ralphs             November 13 2014        Sale of CSP shares awarded                   70 989            R314.31

                             AW Dawe               November 5 2014         Delivery of CSP shares awarded               17 400              R0.00

                             AW Dawe               November 5 2014         Sale of CSP shares awarded                   11 657            R301.09


                 1.9.2.3.    The following are the number of share options held by executive directors of Bidvest to acquire shares in Bidvest
                             at the Last Practicable Date:

                             Bidvest director                                                                                                Total
                             BL Berson                                                                                                    200 744
                             DE Cleasby                                                                                                    87 747
                             AW Dawe                                                                                                      122 752
                             B Joffe                                                                                                      358 819
                             NT Madisa                                                                                                     95 066
                             LP Ralphs                                                                                                    429 906
                             Total                                                                                                      1 295 034



                                                                     15
1.9.2.4.    At the Last Practicable Date, none of the Bidvest directors beneficially hold, directly or indirectly, any Adcock
                                   Shares.

                       1.9.2.5.    For the period beginning six months before the offer period (as defined in the Companies Act) to the Last
                                   Practicable Date, none of the Bidvest directors have traded in Adcock Shares.

     1.10.   Proposed Pool Agreement with the PIC
             Reference is made to the Securities Exchange News Service announcement released by Bidvest on March 11 2015 detailing that,
             subsequent to Bidvest’s announcement of its proposed offer to acquire the Remaining Adcock Shares, Bidvest and the PIC had
             engaged in discussions with a view to entering into a pool agreement for joint control of Adcock in respect of 82 000 000 Adcock
             Shares (with Bidvest and the PIC each contributing 41 000 000 Adcock Shares), representing approximately 47.82% of Adcock’s
             issued ordinary share capital excluding Treasury Shares. If these discussions result in the conclusion of the Pool Agreement it will be
             conditional upon receiving, inter alia, the requisite regulatory approvals, including that of the Competition Authorities. As part of the Pool
             Agreement, within the pool participants (i.e. Bidvest and the PIC) it is the contemplation of the parties that Bidvest will be responsible
             for the management of Adcock, subject to satisfactory performance. The PIC is not a concert party to Bidvest for the purpose of
             the Offer.

     1.11.   Agreements between the Offeror or any person acting in concert with the Offeror
             1.11.1. Bidvest has entered into agreements with:
                     1.11.1.1. Blue Falcon and the Bophelo Trust that, in the event of the Existing Adcock BEE Transaction being terminated
                                and Adcock releasing the Dividend Shares from the call option under the terms of the Existing BEE Transaction,
                                Blue Falcon and the Bophelo Trust will sell the Dividend Shares to Bidvest at R52.00 per Adcock Share in cash;
                                and

                       1.11.1.2.   the PIC that, in anticipation of the Pool Agreement as detailed in paragraph 1.10 coming into force and effect, the
                                   PIC will not accept the Offer for any Adcock Shares for which it is the discretionary investment manager on behalf
                                   of the Government Employees Pension Fund and the Unemployment Insurance Fund. The agreement does not
                                   restrict the trading in the Adcock Shares which are the subject of the agreement with the PIC.

             1.11.2.   With the exception of the agreements detailed in paragraphs 1.10 and 1.11.1 above, to the best of the Offeror’s knowledge,
                       the Offeror does not have any agreements or proposed agreements between itself, or any person acting in concert with the
                       Offeror, and
                       1.11.2.1. Adcock; or

                       1.11.2.2.   any of the Adcock directors (with the exception of Brian Joffe and Lindsay Ralphs who are executives of Bidvest);
                                   or

                       1.11.2.3.   persons who were directors of Adcock within the preceding 12 months of the Offer; or

                       1.11.2.4.   holders of Adcock Shares, or persons who were holders thereof within the preceding 12 months, that are
                                   considered to be material to a decision regarding the Offer to be taken by Remaining Adcock Shareholders.

2.   INFORMATION RELATING TO THE OFFEREE
     2.1.  Background information on Adcock
           Adcock is a leading South African pharmaceutical manufacturer listed on the JSE. The company manufactures, markets and distributes
             a wide range of healthcare products and is a leading supplier to both the private and public sectors of the market. Expansion into
             emerging markets has given the company a presence in sub-Saharan Africa and India.

     2.2.    Continuation of Adcock’s business following the closing of the Offer
             Following the Closing Date of the Offer, Adcock will continue to operate in the ordinary course of its business as a pharmaceutical
             manufacturer, marketer and distributor. As set in paragraph 1.2.4, Bidvest will not exercise its entitlements under section 124 of the Act
             and Adcock will accordingly remain a listed company on the JSE.

     2.3.    Adcock directors
             2.3.1.  Following the Closing Date of the Offer, Bidvest does not intend to change the board of directors of Adcock and the Adcock
                     directors will continue in office on the same terms as before the Opening Date of the Offer.

             2.3.2.    The total emoluments received by Adcock directors will not be varied as a consequence of the Offer.

     2.4.    Offeree response circular
             2.4.1.   It is intended that the offeree response circular required to be prepared by the Independent Adcock Board will follow in line
                      with the requirements of the Takeover Regulations together with the fair and reasonable opinion of an independent expert as
                      required in terms of the Takeover Regulations.




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