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Cipla Prospectus.Pdf IPO Prospectus QCIL Cipla Cipla_prospect_2018_Cover.indd 1 8/9/18 6:35 PM CiplaQCIL Prospectus This Prospectus provides detailed information about the Company and the Offer. Potential investors in respect of the Offer Shares are advised to read this document carefully and retain it for future reference. In the event that a potential investor is not clear about the action to take, he/she should consult his/her stockbroker, banker, lawyer, auditor and/or other financial, legal and tax advisor for guidance and carefully review the risks associated with an investment in the Company. 1 Cipla_prospect_Intro pages.indd 1 8/10/18 7:12 PM CiplaQCIL IPO Prospectus CAUTION: This document is important and requires your careful attention. This document is a prospectus inviting the public to acquire the Offer Shares under the terms of application set out herein. If you wish to apply for the Offer Shares, then you must complete the procedures for application and payment set out in Section 19 of this document. A copy of this Prospectus has been delivered to the CMA for approval and to the Uganda Registration Services Bureau, the Registrar of Companies. The Uganda Registration Services Bureau has not checked and will not check the accuracy of any statements made and accepts no responsibility for it or for financial soundness of the Company or the value of the securities concerned. The securities offered have not been approved or disapproved by the CMA. Prospective investors should carefully consider the matters set forth under the caption “Risk Factors”. Your attention is also drawn to the selling restrictions and other information in the “Important Information” Section of this Prospectus. This Prospectus is issued in compliance with the requirements of the following Ugandan legislation: Capital Markets Authority Act Cap 84, as amended; Capital Markets (Prospectus Requirements) Regulations, 2001 as amended; Uganda Securities Exchange Listing Rules 2003; and Companies Act 2012. The CMA has approved the offer to the public of the Shares that are the subject of the Offer. As a matter of policy, the CMA assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Prospectus. Approval of this Prospectus by the CMA is not to be taken as an indication of the merits of the Company or its shares. The Ugandan Registrar of Companies has not checked and will not check the accuracy of any statements made and accepts no responsibility for it or for the financial soundness of the Company or the value of the securities concerned. PROSPECTUS Cipla Quality Chemical Industries Limited (formerly Quality Chemical Industries Limited) (“CiplaQCIL” or “Company”) incorporated 10 June 2005 In accordance with the Laws of Uganda, with number P.558 Offer for Sale of 657,179,319 ORDINARY SHARES WITH A PAR VALUE OF UGX12.50 EACH AT AN OFFER PRICE OF UGX 256.5 PER SHARE and Listing of the entire issued share capital of the Company on the Uganda Securities Exchange. This Prospectus is dated 10 August 2018 and is valid for six months from this date. Application has been made to the Uganda Securities Exchange (“USE”) for the listing of the shares on the USE’s Main Investment Market Segment (“MIMS”). Admission to the Official Lists of the USE are expected to become effective on 17 September 2018. Monies paid in respect of any application for Offer Shares will be returned if the Listing does not become effective. The fact that the USE may admit the securities of the Company for listing is not to be taken in any way as an indication of the merits of the Company or the listed securities. The USE takes no responsibility for the contents of this document, make no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this document. The Directors of CiplaQCIL, whose names are given in Section 11 of this Prospectus, accept full responsibility for the accuracy of the information contained herein and have taken all reasonable care to ensure that the facts stated, and the opinions expressed herein are true and accurate in all material respects and that there are no other material facts, the omission of which would make any statement herein, whether of fact or opinion, misleading. The Offer Shares will carry the right to vote and to participate in any future dividends to be declared and paid on the ordinary share capital of the Company. The Offer Shares rank pari passu with other shares, are freely transferable and are not subject to any restrictions on marketability or any pre-emptive rights. The Lead Transaction Advisor, Lead Sponsoring Broker, Legal Advisor, Reporting Accountant, Receiving Bank and Share Registrar have each consented in writing to act in their respective capacities stated herein and to their names being included in this Prospectus and have not withdrawn their consents prior to the publication of this Prospectus. 2 Cipla_prospect_Intro pages.indd 2 8/10/18 7:12 PM CiplaQCIL IPO Prospectus ADVISORS TO THE TRANSACTION LEAD TRANSACTION ADVISOR AND SOLE BOOKRUNNER LEAD SPONSORING BROKER LEGAL COUNSEL REPORTING ACCOUNTANTS RECEIVING BANK SHARE REGISTRARS MARKETING & PR 3 Cipla_prospect_Intro pages.indd 3 8/10/18 7:12 PM CiplaQCIL IPO Prospectus IMPORTANT INFORMATION Potential investors are expressly advised that an investment in the Offer Shares entails certain risks and that they should therefore carefully review the entire contents of this Prospectus. Furthermore, before making an investment decision, potential investors should consult their stockbroker, banker, lawyer, auditor and/or other financial, legal and tax advisors for guidance and carefully review the risks associated with an investment in the Company. This Prospectus was approved by the Board of Directors of the Company in the English language. Responsibility Statements The Directors of the Company, having made all reasonable inquiries, confirm that this Prospectus contains all information with respect to the Company and the Offer Shares that is material in the context of the Offer Shares. The Directors of the Company further confirm that the information contained in this Prospectus regarding the Company is true and accurate in all material respects and is not misleading and have taken all reasonable care to ensure that facts stated and the opinions expressed in this Prospectus are true and accurate and that there are no other material facts, the omission of which would make any of such information or the expression of any such opinions misleading. The Directors of the Company accept responsibility accordingly. Renaissance Capital (Kenya) Limited is acting as lead transaction advisor and sole bookrunner in connection with the arrangements set out in this Prospectus. It is not acting for anyone other than the Company and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Renaissance Capital (Kenya) Limited or for providing advice in relation to the contents of this Prospectus. Neither Renaissance Capital (Kenya) Limited nor the Promoters are making any representation or warranty, express or implied, as to the contents of this Prospectus and accepts no liability for the accuracy of any information or opinions contained in or for the omission of any material information from this Prospectus, for which the Company and the Directors are solely responsible. Selling Restrictions Summary A description of these and certain other restrictions to which the Offer and sale of the Offer Shares are subject are set out in full in the Section of this Prospectus entitled “Selling and Transfer Restrictions”. Potential investors should not assume that the information in this Prospectus is accurate as at any date other than the date of this Prospectus. No person is or has been authorised to give any information or make any representation in connection with the Offer and Listing, other than as contained in this Prospectus. Delivery of this Prospectus at any time after the date hereof will not under any circumstances, create any implication that there has been no change or that the information set out in this Prospectus is correct at any time since its date. This Prospectus does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any shares in the capital of the Company to any person in any jurisdiction where it would be unlawful to make such offer or solicitation in such jurisdiction. No Offer Shares have been marketed to, nor are they available for purchase in whole or in part by, the public in any jurisdiction other than Uganda in conjunction with the Offer. In particular, Offer Shares do not qualify for distribution under any of the relevant securities laws of Canada, Australia and Japan, nor has any prospectus in relation to the Offer Shares been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, subject to certain exceptions, the Offer Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into or within Canada, Australia and Japan. The Offer consists of an offering outside the United States of America, its territories and possessions, any state of the United States, and the District of Columbia (the “United States”) of Shares pursuant to Regulation S (“Regulation S”) under the US Securities Act 1933, as amended (the “Securities Act”). The Offer Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of the United States. Accordingly, subject to certain exceptions, the Offer Shares may not be, directly or indirectly, offered, sold, pledged, taken up, delivered or otherwise transferred in or into or within the United States absent registration or an exemption from registration under the Securities Act.
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