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FIDSON HEALTHCARE LIMITED RC 267435

Private Placementof

Ordinary Shares of each50 Kobo

at N3.95 Per share

Payable in full on Application

540,000,000540,000,000

This offer document is simply a placement memorandum and does not in any respect represent a

prospectus. The offer document and the securities that it bears are strictly directed at select investors

and not to the members of the general public. Every prospective investor to whom this document has

been addressed is expected to conduct independent evaluation of the information contained in the

Private Placement Memorandum. The Directors of Fidson Healthcare Limited individually and

collectively accept responsibility for the information contained herein.

Private & Confidential

This Placement Memorandum is dated November 12, 2007

FINANCIAL ADVISERS

S E C U R I T I E S L I M I T E DM E M B E R O F T H E N I G E R I A N S T O C K E X C H A N G E

RC N

o:442

255

RC: 446599

CONTENTS

Abridged Timetable……………………………………………………………………………………………………………2

Discla imer………………………………………………………………………………………………………………………….3

The Offer…………………………………………………………………………………………………………………………4

Summary of the Offer……………………………………………………………………………………………………………5

Directors and Other Professional Parties…………………………………………………………………………………………7

The Chairman's Letter…………………………………………………………………………………………………………………8

1. History & Business of Company………………………………………………………………………………………………8

2. Products………………………………………………………………………………………………………………………………10

3. Board of Directors……………………………………………………………………………………………………12

4 Premises………………………………………………………………………………………………………………15

5 Financial Summary………………………………………………………………………………………………………15

6. Purpose of the Offer……………………………………………………………………………………………………16

7 Working Capital, Profit Forecast & Dividend……………………………………………………………………………………17

8. Business Prospects and Going Concern Status……………………………………………………………………………17

9. Risk Factors & Mitigants ……………………………………………………………………………………………………………17

10. Corporate Governance……………………………………………………………………………………………………18

11. Future Developmental Plans………………………………………………………………………………………………………18

Profit Forecast……………………………………………………………………………………………………………………19

1. Reporting Accountants Report……………………………………………………………………………………………………19

2. Confirmation of Going Concern……………………………………………………………………………………………………20

3. The Profit Forecast……………………………………………………………………………………………………22

4. Letter from the Issuing Houses……………………………………………………………………………………………………23

F inanc ia l I n fo rmat ion……………………………………………………………………………………………………24

1. Reporting Accountants Report……………………………………………………………………………………………………24

2 Balance Sheet……………………………………………………………………………………………………………………25

3. Profit & Loss Account……………………………………………………………………………………………………26

Statutory & General Information……………………………………………………………………………………………………27

1. Incorporation and Share Capital History…………………………………………………………………………………………27

2. Shareholding Structure……………………………………………………………………………………………………27

3. Directors' Interests…………………………………………………………………………………………………………………27

4. Indebtedness………………………………………………………………………………………………………………………28

5. Subsidiaries and Associated Companies…………………………………………………………………………………………28

6. Extract from the Memorandum and Articles of Association…………………………………………………………………28

7. Claims & Litigation……………………………………………………………………………………………………31

8. Estimated Costs and Expenses of the Offer………………………………………………………………………………………32

9. Material Contracts……………………………………………………………………………………………………32

10 Code of Corporate Governance……………………………………………………………………………………………………32

11. Relationship between the Issuer, Issuing Houses and Other Advisers……………………………………………………32

12. Consents…………………………………………………………………………………………………………………32

13. Documents Available for Inspection………………………………………………………………………………………………33

Application Form…………………………………………………………………………………………………………………………38

Procedure for Application and Allotment……………………………………………………………………………………………………39

DATE ACTIVITIES RESPONSIBILITIES

12/11/2007 Offer Opens FINANCIAL ADVISERS

23/11/2007 Offer Closes FINANCIAL ADVISERS

29/11/2007 Forward Basis of Allotment to Fidson FINANCIAL ADVISERS

30/11/2007 Fidson approves Basis of Allotment FIDSON

3/12/2007 Disburse Net Issue Proceeds to Issuer FINANCIAL ADVISERS

10/12/07 Return excess/rejected application moneys FINANCIAL ADVISERS

17/12/2007 Issue Share Certificates REGISTRARS

24/01/2008 Attend Quotations Committee Meeting of NSE ALL PARTIES

28/01/2008 List shares on the Nigeria Stock Exchange STOCKBROKERS

ABRIDGED TIMETABLE

2

THIS DOCUMENT IS A PRIVATE PLACEMENT MEMORANDUM AND DOES NOT IN ANY WAY REPRESENT A

PROSPECTUS OR PUBLIC OFFER.

This Private Placement Memorandum is confidential and contains the particulars provided by Fidson

Healthcare Limited (“Fidson” or “the Company”) for the purpose of giving information on the company

and the Placement of its 540,000,000 Ordinary shares of 50.0 kobo each at N3.95 per share being made

to some selected investors.

This Private Placement Memorandum is neither a prospectus nor does it constitute an invitation to the

general public to subscribe to the securities presented herein. Subscription may be made only by the

prospective investors to whom investment letters have been addressed for the purpose of making an

investment decision in accordance with the terms and conditions contained therein.

No application has been made to the Securities & Exchange Commission for the clearance of this

Placement Memorandum or the registration of the securities listed herein. No application has been made

to the Council of The Nigerian Stock Exchange for the admission of the shares being offered herein by

way of Private Placement.

The Directors of Fidson having taken all reasonable care collectively and individually accept full

responsibilities for the accuracy of the information given and confirm having made reasonable enquiries

that, to the best of their knowledge and belief, there are no other facts or opinions, the omission of which

would make any statement in this Placement Memorandum misleading and untrue.

This Memorandum may not be distributed, reproduced or used without the express consent of the

Financial Advisers or Fidson for any other purpose than the evaluation of the Offer by the person/entity to

whom this Memorandum has been delivered.

Issued to: ________________________ Copy Number: ____________

DISCLAIMER

3

On behalf of

FIDSON HEALTHCARE LIMITED RC 5267435

Offer by Way of a

Private Placement

Ordinary Shares of 50 Kobo each

at N3.95 per Share

Payable in full on Application

THE OFFER

540,000,000

Offer Opens on November 12, 2007 and

Closes November 23, 2007

4

RC: 446599

SUMMARY OF THE OFFER

The following information should be read in conjunction with the full text of this Private Placement

Memorandum from which it was derived.

1. ISSUER: Fidson Health Care Limited (Fidson ” or “the Company”)

2. FINANCIAL ADVISERS FBN Capital Limited & Meristem Securities Limited

3. SHARE CAPITAL:

as at November 9, 2007

Authorised: N750, 000,000 comprising 1,500,000,000 Ordinary Shares of 50k each

Issued and fully paid: N300,000,000 comprising 600,000,000 Ordinary Shares of 50k each

4. Now being offered: 540,000,000 Ordinary Shares of 50 Kobo each

5. PURPOSE: The net proceeds of N2.007 Billion would be utilised for working capital

and capacity building as follows:

6. METHOD OF OFFER: Private Placement

7. UNIT OF SALES: Minimum of 250,000 Ordinary Shares and multiples of 50,000

thereafter

8. OFFER PRICE: N3:95 per share

9. PAYMENT: In full on application

10. PREFERENTIAL ALLOTMENTS 5% of the shares being offered representing27,000,000 Ordinary

Shares will be reserved for the staff share trust scheme

11. OPENING DATE: NOVEMBER 12, 2007

12. CLOSING DATE: NOVEMBER 23, 2007

13. STATUS: The new shares being offered shall rank pari passu in all respects

with the issued ordinary shares of the company.

14. QUOTATION: On conclusion of the Private Placement exercise, the Company shall

convert to a Public Liability Company and an application shall be made

to the Council of The Nigerian Stock Exchange for the admission to its

Daily Official List of all the issued shares of the company, including the

540,000,000 Ordinary Shares now being offered

5

N % Estimated

Project

completion

period(months)

Biotech

700 35 17 months

WHO/GMP Upgrade - Existing

factory

100 5

7 months

Hygiene/ Paper Products 300 15 5 months

Food & Beverages 107 5 5 months

Working Capital 800 40 On-going

TOTAL 100 2,007

SUMMARY OF THE OFFER CONT’D

15. FINANCIAL SUMMARY:

(Extracted from the Reporting Accountants' Report)

Year ended 2007 2006 2005 2004 2003

=N=000 =N=000 =N=000 =N=000

Turnover 3,307,421 2,200,167 1,080,231 763,937

Profit before taxation 505,304 370,430 182,984 161,372

Taxation - - - (950) (16,163)

Profit After Taxation 505,304 370,430 182,034 145,209

Proposed dividend (147,149) (73,634) (38,197)

Retained profit 302,861 223,281 108,400 107,012

EPS (actual kobo) 567 415 215

EPS (adjusted kobo) 415 204

DPS (actual kobo) 165 87

DPS(adjusted kobo) 165

=N=000

1,624,471

246,268

246,268

(98,099)

148,169

276

276

110

110 83

16. FORECAST OFFER STATISTICS:

(Extracted from the Reporting Accountants' Memorandum on the Profit Forecast)

Year Ending 2008 2009 2010

June 30

Profit Before taxation 519,976 930,148 1,205,532

Estimated taxation (154,732) (166,392) (297,647)

Profit after taxation 365,244 763,756 907,885


171,729

548,739

531,605

6

567

(202,443)

205

163

54

43

227

227

Retained Profit for the year

Earnings per hare (Kobo)

Earnings Yield at Offer Price (%)

Dividend Yield at Offer Price (%)

Price Earnings ratio at Offer Price (Times)

Dividend per share (Kobo)

Per Share Data

32 67 80

17 19 33

8.11 16.96 20.16

4.30 4.77 8.36

12.3 5.9 5.0

DIRECTORS & OTHER PARTIESTO THE OFFER

Chairman Felix O. Ohiwerei

6, Ilupeju By-Pass,

Ilupeju, Lagos

Chief Executive Officer Fidelis A. Ayebae

6, Ilupeju By-Pass,

Ilupeju, Lagos

Executive Director /Company Secretary Olatunde B. Olanipekun

6, Ilupeju By-Pass,

Ilupeju, Lagos

Executive Director Olugbenga O. Olayeye

6, Ilupeju By-Pass,

Ilupeju, Lagos

Executive Director Abiola Adebayo

6, Ilupeju By-Pass,

Ilupeju, Lagos

Director Olufunmilola O. Ayebae

6, Ilupeju By-Pass,

Ilupeju, Lagos

Director Olutoyin Ehinlaiye

6, Ilupeju By-Pass,

Ilupeju, Lagos

Director Emeritus Professor Oladipupo Akinkugbe

6, Ilupeju By-Pass,

Ilupeju, Lagos

Financial Advisers FBN Capital Limited

16 Keffi Street,

S.W. Ikoyi, Lagos

Meristem Securities Limited

124 Norman Williams Street

S.W Ikoyi, Lagos

Auditors Ernst & Young

2A, Bayo Kuku Road,

Ikoyi, Lagos

Reporting Accountants Balogun Badejo & Co

6, Ilupeju By-Pass,

Ilupeju, Lagos

Solicitors to the Offer Udo Udoma Belo-Osagie

St. Nicolas Houseth10 Floor, Catholic Mission Street,

Lagos

Solicitors to the Company Oval Law Firm st1 Floor, Right Suite

110, Obafemi Awolowo Road,

Ikeja, Lagos

PROFESSIONAL PARTIES

Felix O. Ohiwerei

Fidelis A. Ayebae

Olatunde B. Olanipekun

Olugbenga O. Olayeye

Abiola Adebayo

Olufunmilola O. Ayebae

Olutoyin Ehinlaiye

Emeritus Professor Oladipupo Akinkugbe

FBN Capital Limited


Ernst & Young

Balogun Badejo & Co

Udo Udoma Belo-Osagie

Oval Law Firm

7

CHAIRMAN'S STATEMENTThe following is the text of a letter received by the Financial Advisers, FBN Capital Limited and Meristem Securities Limited

from Mr. Felix Ohiwerei, Chairman, Board of Directors of Fidson Healthcare Limited.

09/11/2007

The Directors

FBN Capital Limited

16 Keffi Street

S.W. Ikoyi

Lagos

And

The Directors


124 Norman Williams Street

S.W. Ikoyi

Lagos

Dear Sir

FIDSON HEALTHCARE PRIVATE PLACEMENT OF 540,000,000. ORDINARY SHARES OF 50 KOBO EACH AT

N3:95 PER SHARE (“THE OFFER”)

On behalf of the Directors of Fidson Healthcare Limited, I am pleased to provide you with the following

information in connection with the Private Placement of 540,000,000 Ordinary Shares of the Company at

N3.95 per share.

1.0 History and Business of the Company

1.1. History

Fidson Healthcare Limited has evolved over the years to become a dominant player in the Pharmaceutical

industry. The company began operations on the 1st of March, 1995 as a local distributor of

pharmaceutical products and moved into the importation of its own brand of finished medicines barely a

year after. Working with a fine blend of professionals covering different fields that range from Pharmacy,

Accountancy, Biochemistry, Microbiology, Medicine and Engineering, Fidson has been able to develop a

very uncommon business model that has enabled her gain ascendancy in the healthcare industry in

Nigeria.

The company has grown tremendously over the last 12 years by the deployment of a team comprising

young, passionate and highly dedicated field personnel, seasoned managers and a visionary

management team driven by a passion for excellence and credibility. Average annual revenue growth rate

in the last four years has been 43% - a pattern that is unprecedented in the pharmaceutical industry. Our

string of successes has been occasioned by an aggressive approach to marketing our brands, equitable

management compensational mechanism, dedication and sense of ownership among staff.

A view of the competitive landscape would vividly reveal that Fidson has measured up to its billing of

being among the top three companies in the industry. A strategic decision to support rapid growth and

maintain her eminence in this class resulted in the birth of four business divisions viz: Biosciences,

8

CHAIRMAN’S STATEMENTCONT’D

Specialties, Biotech and Generics.

We have today become arguably the most respected healthcare company in Nigeria in terms of innovative

marketing especially of novel drug molecules. It is with pride that we assert that we have over the years of

our existence consistently affected and determined the clinical and pharmacological basis of treatment

of ailments in Nigeria. Fidson has remained a prime source of novel and up to date medications for

managing disease states. We have single-handedly altered the course of drug therapy in most

therapeutic areas of medical practice.

The following instances would firmly support our claims:

v In 2001, we pioneered the use of Proton Pump Inhibitors (PPI) in the treatment and management

of gastric ulcer diseases by the introduction of Meprasil*, our brand of omeprazole, a move that

antiquated the erstwhile drugs of choice in the management of this condition. Meprasil* has

today become the leading brand in this therapeutic segment.

v In 2002, our trail blazing efforts in the use of Amino-acids as nutritional supplements set a new

tone in the Multivitamin market. Astymin* and Astyfer* have become the prime products in this

segment.

v In March 2005, we became the first company in sub-Saharan Africa to manufacture Anti-

retroviral (ARVs) drugs. A feat that compelled the respect of the local industry and earned us

recognition by the Federal Government of Nigeria and international press. Reacting to this, the

official French News agency Reuters commented: “ARV prices have been falling since a new

Nigerian ARV pill factory owned by local firm Fidson Healthcare Ltd began production in May.”

Tume Ahemba; Reuters 16 Aug 2005

v More recently in August 2007, we have entered into the cardiovascular segment of the industry

with the chiral concept of drug molecules. Asomex*, the chiral form of amlodipine- a

conventional drug for treating high blood pressure is proving to be a revolutionary concept in

drug treatment.

Having attained prominence in our present field, we see another vista beckoning at us. We are poised to

step into the market of fast moving consumer goods (FMCG) - the direction of our diversification efforts.

In conclusion, our proven success in the tough pharmaceutical terrain has prepared us for the challenges

ahead. We are persuaded that the resilience and experience garnered over the years would assist us in

engineering a company that would bestride the healthcare industry with emphatic dominance within the

next three (3) years.

Fidson plays a dominant role in the major therapeutic Market Segments. These include Analgesia/Anti

inflammatory, Antibacterials, Multivitamins/Haematinics/Food supplements, Anti-Ostearthritis, Anti-

Ulcers, Anti-Diabetics, Anti-Hypertensives, Anti-Retrovirals, and Anti-Malaria chemotherapy; and also

various niche therapeutic market segments of importance such as Neuro-psychiatry, Obstetrics, Anti-

Cancer, and Anti-TB.

In conclusion, I see a company that is being fully engineered to take over the leadership position in the

pharmaceutical industry within the next 3 years.

9

CHAIRMAN'S STATEMENT CONT’D

1.2. Our Products and Services

The Company has a wide range of products and services, which includes and is not restricted to:

A. ANTI-BACTERIALS

I) PEFLOTAB 400MG TAB.

II) DRIMOX 250MG CAP

III) ZOTRIM 480MG TAB

IV) CIPROTAB 250MG TAB.

V) FECLOX 125MG/5ML DRY POWDER

VI) CEFTRIAZONE INJ IG

VII) CIPROTAB 500MG TAB

VIII) FECLOX CAPS 500MG

IX) CEFUROXIME INJ. 750 MG

X) CIPROTAB 500MG TAB

B. CHONDROPROTECTIVE/ANTI-OSTEOARTHRITIS

I) ARTHOCARE III) SYNJECT 20G INJ.

II) ARTHOCARE FORTE IV) ROXIDEN

C. ANTI- MALARIALS

I) CHLOROQUINE 250MG TABS IV) MALMED KID

II) MALMED JUNIOR V) MALMED ADULT

III) EMAL Inj. 150mg/2ml VII) ARTECOM

III) MALWIN

D. ANALGESICS/ANTI-INFLAMATORY

I) SPRANE GEL CREAM III) AVIPOL SUSPENSION

II) ZET GEL CREAM IV) ZOCINE INJECTION

E. ANTI ULCERS

I) MEPRASIL 20MG CAPS III) LANZOSIL 30MG CAPS

II) MEPRASIL INJ 4mg x1 ml IV) GASCOL ANTACID SUSP.

F. HAEMATINICS/MULTIVITAMINS/FOOD SUPPLEMENTS

I) FIDVITE SYRUP VI) FERROUS SULPHATE

II) ASTYMIN CAPS VII) ASTYMIN-G DROPS

III) FEROBIN PLUS VIII) ASTYMIN-SN INFUSION

IV) ASTYFER LIQUID IX) ASTYFER CAPS

V) ASTYMIN LIQUID X) FEROBIN PLUS CAPS

G. DERMATOLOGICALS (ANTI-INFECTIVES)

I) TRIBOTAN CREAM III) METAZON-N CREAM

II) GENTADERM CREAM IV) CLOTRIDERM CREAM1%

A. ANTI-BACTERIALS

B. CHONDROPROTECTIVE/ANTI-OSTEOARTHRITIS

C. ANTI- MALARIALS

D. ANALGESICS/ANTI-INFLAMATORY

E. ANTI ULCERS

F. HAEMATINICS/MULTIVITAMINS/FOOD SUPPLEMENTS

G. DERMATOLOGICALS (ANTI-INFECTIVES)

XI) CEPHAXIN 250MG/5ML DRY POWDER

XII) SPARFLOX

XIII) CIPROTAB 2MG/ML I.V INFUSION

XIV) CEPHAXIN 500MG/5ML DRY POWDER

XV) METRONE SUSP.

XVI) CIPROTAB 3MG/5ML EYE/EAR DROPS

XVII) ERYTHROKID 250MG / 5ML DRY SYR.

XVIII) DRIMOX 125MG/ML DRY POWDER

XIX) ZOTRIM 240/5ML SUSPENSION

XX) DRIMOX 500MG CAP

XXI) ZOTRIM 480MG TAB

10

H. RESPIRATORY DRUGS/COUGH SYRUPS

I) TUXIL D SYRUP II) TUXIL N SYRUP

I. ANTI DIABETICS

I) BIOSULIN 30/70 100 IU/ML V) BIOSULIN N. 100IU/ML

II) BIOSULIN 30/70 100 IU/ML VI) GLIBEX

III) LOFIN VII) BIOSULIN R.100/ML

IV) BIOSULIN N. 00IU/ML VIII) BIOSULIN R.100/ML

J. ANTI HYPERTENSIVES

I) CARDURETIC III) ASOMEX 5MG

II) ASOMEX 2.5MG IV) SIMVAT

K. HEPATO-PROTECTIVES

I) NEUTROSEC LIQUID

L. ANTI- COAGULANTS

I) CUTENOX 20mg II) CUTENOX 40mg

M. ANTI RETROVIRALS

I) VIREX LZN TAB IX) VIREX LS'40. N TAB

II) VIREX Z. TAB X) VIREX Z. LIQ

III) VIREX S'30. TAB XI) VIREX LS'40. TAB

IV) VIREX L Z TAB XII) VIREX L. LIQ.

V) VIREX N. TAB XIII) VIREX LS'30. TAB

VI) VIREX LS'30 .N TAB XIV) VIREX L. TAB

VII) VIREX N. SUSP. XV) VIREX S'40. TAB

VIII) VIREX E 600 TAB

N. ANTI TUBERCULAR DRUGS

I) SELITAB 500MG TABS II) RIFACIN

O. NEURO PSYCHIATRY DRUGS

I) FLUTEX

P. OBSTETRICS

I) CLAMPEX INJ.

H. RESPIRATORY DRUGS/COUGH SYRUPS

I. ANTI DIABETICS

J. ANTI HYPERTENSIVES

K. HEPATO-PROTECTIVES

L. ANTI- COAGULANTS

M. ANTI RETROVIRALS

N. ANTI TUBERCULAR DRUGS

O. NEURO PSYCHIATRY DRUGS

P. OBSTETRICS


11

2.0 Board and Management

2.1 Board of Directors

The general policies and direction of the Company are determined by the Board of Directors which

comprises men and women of integrity and substance who have distinguished themselves in various

fields of endeavour. I, Felix Omoikhoje Aizobeoje Ohiwerei, am the Chairman of the Board.

I attended St. David's School, Avbiosi New Site; Government School, Owerri; Government Secondary

School, Owerri; Nigerian College of Arts, Science and Technology, Ibadan and University College, Ibadan

(now University of Ibadan). On graduation from the University College Ibadan in June 1961, I taught for

nine months before joining Nigerian Breweries in April 1962 as Manager-In-Training. Shortly afterwards,

I was promoted to the position of Field Sales Manager and in that capacity I served in the West and Mid-

West and returned to Lagos in 1965 as Promotions Manager.

In 1966, I was sent on attachment to Elida Gibbs (a Unilever Company in the UK). I returned to Lagos

eighteen months later to assume the position of Star Product Manager. Before becoming Marketing

manager in 1974, I held the positions of Lager Product Group Manager and General Brands Manager. I

was appointed to the Board of NB Plc in 1977 as Marketing Director, and in 1982 was seconded to UAC

Foods Division as General Manager. In June 1986, I went to UAC International, London (a Unilever

Company) as a Senior Manager in Nominated African Territories Regional Management.

I was appointed Deputy Chairman/Managing Director of Nigerian Breweries Plc in 1987, became

Chairman/Managing Director in June 1989 and Chairman/Chief Executive Officer of the company in

1997. I retired from the service of Nigerian Breweries in June 1999 and was appointed Non-Executive

Chairman of the company in July 1999. I was also Chairman, Unilever Nigeria Plc; Coates Brothers (West

Africa) Limited; Director, Shell Trustees Limited; Chairman Friendship Bible Fellowship, National

Director, Full Gospel Businessmen Fellowship International. I am a Member, Heineken Africa Advisory

Council; Member, Unilever Africa Advisory Council; Pro-Chancellor/Chairman of Council, University of

Ibadan 2000/2004. In December, 2003 I was appointed Chairman, Governing Council of Nigerian

Investment Promotion Commission.

I am a fellow, Nigerian Marketing Association; Fellow, Geography Society of Nigeria; Fellow, Institute of

Directors; Fellow, Advertising Practitioners Council of Nigeria. I hold a Honorary Doctor of Law Degree

(LL.D) from the University of Ibadan. I am also a recipient of the Zik's Prize in Leadership Award, the Order

of Orange Nassau by the Queen of the Netherlands and Officer of the Federal Republic of Nigeria (OFR).

The other members of the Board are:

Mr. Fidelis A. Ayebae (Managing Director/ Chief Executive)

Mr. Ayebae is the pioneering Managing Director of Fidson. He graduated from the Mainland Institute of

Technology in 1976 with a Diploma in Civil Engineering. He obtained Advanced Diploma in Business

Administration from the University of Lagos in 1999. He is an Associate of the Chartered Institute of

Administration. He is also a member of the Nigeria Institute of Management

He started his working career with Metalum Nigeria Limited in 1976 and served in various capacities

ranging from member of technical structural detailing, statistical calculations and evaluation, projects

coordination and supervision. He rose to the position of a project manager and served as member of the

2.0 Board and Management

2.1 Board of Directors

Mr. Fidelis A. Ayebae (Managing Director/ Chief Executive)


12

senior management team. He joined Citibank Limited (now Nigeria International Bank Limited) in 1986 as

Head of Premises Unit and served in various positions which include Head of Administration department,

Quality Controller, Branch Co-ordinator, Head of Funds Transfer department, divisional head funds

transfer banking operations and member of operation group management team. He resigned his

appointment as an Assistant Vice President in Charge of Operations.

He joined Ayebae Investments Limited in 1992 as the Chairman/Managing Director and joined Fidson

Healthcare Limited in 1995 as the pioneering Chief Executive Officer. He is also the Chairman of FIL

Pharmaceutical Limited and Widenet Impex Limited. He has attended many courses, both locally and

internationally including banking operation, organisation development skills, selling skills e.t.c.

Mr. Abiola Adebayo (Executive Director)

He is a 1988 graduate of Pharmacy from the University of Lagos. He worked with Federal Ministry of

Health Lagos as an Intern Pharmacist, Glaxo Nigeria Plc. And CAPL as a Medical Representative before

joining Fidson Healthcare Ltd in 1997 as Medical Representative. He was elevated to the position of Sales

and Marketing Manager in April 2001. In 2004 he rose to the level of Sales and Marketing Director, the

position he occupies till date.

Emeritus Professor Oladipo O. Akinkugbe (Non-Executive Director)

Professor Akinkugbe was educated at Government College, Ibadan and the University College, Ibadan. He

later attended London University -the Royal London Hospital- where he received his medical degree,

MBBS, in 1958. Professor Akinkugbe obtained a Diploma in Tropical Medicine and Hygiene in 1960 from

Liverpool University, and received a Doctor of Philosophy from Balliol College, Oxford University, in 1964.

He is the former Vice-Chancellor of the University of Ilorin; former Vice-Chancellor of Ahmadu Bello

University; former visiting professor of Medicine at Harvard University; former Pro-Chancellor and

Chairman of council of the University of Port Harcourt as well as Emeritus professor of Medicine,

University of Ibadan. Professor Akinkugbe has served as World Health Organization Expert on Health

Manpower and WHO Council Member on Health Research. He was the President of the Nigerian

Association of Nephrology (1987-90); Member of the Governing Council and Board of Trustees; Obafemi

Awolowo Foundation (1992); International Society of Hypertension (1982-90); and Board of Trustees of

the African Association of Nephrology(1986). Professor Akinkugbe has been on the editorial boards of

many distinguished publications, including the Journal of Hypertension (1984-90), Human Hypertension

(1988), Kidney International (1990), Blood Pressure (1991) and News of Physiological Sciences (1992).

He has published, edited and authored numerous theses, books, journals and reports, which include:

Angiotensin and the kidney: Observations on High Blood Pressure in the West African: East African

Medical Journal (special supplement, 1969) Symposium on Blood Pressure and Hypertension in Africa

and so many others.

Mrs. Olufunmilola O. Ayebae (Non-Executive Director)

Olufunmilola O Ayebae obtained her Professional Secretaries Diploma from The London College of

Secretaries in the United Kingdom after her Secondary Education at Olivet Baptist High School Oyo.

She had a stint at work as a Confidential Secretary in the Personnel Department of Metalum Ltd, an

Aluminium Products Engineering Company for 8 years, after graduation. She took a break from the active

Corporate world to manage her home for a while and returned to establish Goodness Supermarket in

Mr. Abiola Adebayo (Executive Director)

Emeritus Professor Oladipo O. Akinkugbe (Non-Executive Director)

Mrs. Olufunmilola O. Ayebae (Non-Executive Director)


13


1995 and served as the Managing Director/CEO for 3 years.

During this period also, she became one of the major shareholders and a founding non-executive

Director at Fidson Healthcare Limited.She has been a part of the various phases of growth and

development in the Company since then. She remains on the board of the Company.

Olutoyin B. Ehinlaiye (Non-Executive Director)

Mr. Ehinlaye graduated from the University of Lagos in 1986 with LL.B and the Nigerian Law School in

1987. He obtained Masters in Business Administration in 1998. He is also a member of the Institute of

Chartered Secretaries and Administrators of Nigeria. He joined NIDB TRUSTEES in 1987-1990 and served

as Company Secretary to various corporate bodies and participated in various syndicated loan

agreements. In 1990 he joined intercontinental bank plc and serves as legal executive between July 1990

June 1994; Manager, Risk Management, Group June 1994 December 1995; Company Secretary/Legal

Adviser, January 1996 September 2004; executive assistant to Group CEO, October 2005 April 2007

and Group Chief Risk Officer overseeing risk management, internal control and enterprise wide risk

management (ERM) unit from may 2007 till date.

Mr. Ehinlaye was seconded as Executive Director, to Gateway Bank Plc between September 2004 March

2005 and Managing Director/CEO, Gateway Bank Plc - March 2005 October 2005.

He has attended many courses, both locally and internationally some of which include training workshop

on TGM California, USA in1995; Lagos Business School in 1998; Senior Management programme in

1999; Legal aspect of project financing international institute of development law, Rome in 2002;

advanced credit management New York, USA.

Mr. Olatunde B. Olanipekun (Executive Director)

Mr Olanipekun graduated with an Upper 2nd Class Division in Economics specializing in Accounting

from the University of Ife (now Obafemi Awolowo University) ,IIe Ife in 1978. He became an Associate

Member of the Institute of Chartered Accountants of Nigeria (ICAN) in November 1981. He became a

Fellow of the Institute in July 1992 .He is an Associate Member of the Institute of Taxation of Nigeria.

Between 1981 and 1982 he was with the Firm of Peat, Marwick, Ani, Ogunde & Co as Audit Senior. He

was a trainee Accountant in the firm between 1979 and 1981 after serving the country (NYSC) as an

Accountant with the Sokoto Rima Basin Development Authority, Talata Mafara Branch. Between 1983 and

1991 he was at Dunlop (Nigeria) Ltd where he held several managerial positions including Manager,

Financial Accounts, Accountant and later Controller of the Consumers and Industrial Division from where

he moved to the position of Controller, Corporate Planning, finally becoming the Chief Accountant.

He was the Finance and Administration Director of Evans Medical Plc (1998-2000) after serving that same

Company as Finance Director from 1994 to 1998.Before his present appointment, he was the Financial

Controller, Associated Match Industries Limited Ibadan, Chief Executive Officer of Xtie Edwards (Nigeria)

Ltd and Tunde Olanipekun & Co, a Firm of Management Consultants, Accounting and Taxation Services.

He has attended several management development programmes including Advanced Management

Programmes of the Lagos Business School (July 1997), Management Development Programme of Irish

Management Institute, Dublin, Ireland (1993).

Olutoyin B. Ehinlaiye (Non-Executive Director)

Mr. Olatunde B. Olanipekun (Executive Director)

14


Mr. Olugbenga Olayeye (Executive Director)

He graduated from the School of Pharmacy of the University of Ibadan in 1993. He worked with Mopson

Pharmaceuticals as a Research & Product Development Assistant before joining Fidson Healthcare Plc in

1996 as a Medical Representative. He was elevated to the position of Regional Manager in January 1998

and Business Development Manager in 1999 in which he served until his recent appointment as the

Factory Manager, an Assistant General Manager position. He was appointed to the position of

Operations Director in 2004.

3.0 Premises

The Company's Head Office is situated at 6, Ilupeju By-Pass Ilupeju Lagos. In addition, the Company also

has branches at Aba, Kano, Onitsha and Ota. Details of the properties are provided below:

Fidson recorded revenue of N3.307 billion for the financial year ended June 30, 2006, 50.3% growth over

the N2.2 billion recorded in 2006. Also profit before tax grew by 36.4% to N505 million in 2007.

Meanwhile, total asset increased to N2.71 billion in 2007, from N1.711billion in 2006, a growth of 59%.

Mr. Olugbenga Olayeye (Executive Director)

3.0 Premises

15

LOCATION DESCRIPTION OF PROPERTY UNEXPIRED TENURE TITLE

LAGOS 268 Ikorodu road, Obanikoro Lagos - FREEHOLD

Ogun Lynson Chemical Avenue, Km 38, Abeokuta Exp,

Ota

- FREEHOLD

Ogun Km 36,Abeokuta Exp, Beside Veepee Company,

Ota

- FREEHOLD

Ogun Behind Lynson Chemical Ave, Ota - FREEHOLD

Ogun Along Lagos-Abeokuta Exp. Ota - FREEHOLD

4.0 Financial Summary

(Extracted from the Reporting Accountants' Report)

4.0 Financial Summary

Year ended 2007 2006 2005 2004 2003

=N=000 =N=000 =N=000 =N=000

Turnover 3,307,421 2,200,167 1,080,231 763,937

Profit before taxation 505,304 370,430 182,984 161,372

Taxation - - - (950) (16,163)

Profit After Taxation 505,304 370,430 182,034 145,209


Retained profit 302,861 223,281 108,400 107,012

EPS (actual kobo) 567 415 215

EPS (adjusted kobo) 415 204

DPS (actual kobo) 165 87

DPS(adjusted kobo) 165

=N=000

1,624,471

246,268

246,268

(98,099)

148,169

276

276

110

110 83

567

(202,443)

205

163

54

43

227

227


This phenomenal growth of Fidson Healthcare Limited can be depicted as follows;

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

3,500,000

2003 2004 2005 2006 2007

Turnover=N='000

0

100,000

200,000

300,000

400,000

500,000

600,000

2003 2004 2005 2006 2007

Profit Before Tax=N='000

16

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

2003 2004 2005 2006 2007

Total Asset =N='000

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

2003 2004 2005 2006 2007

Shareholders' Fund=N='000

5.0 Purpose of the Offer

This Offer is being undertaken to enable Fidson diversify into production of Biotech, Hygiene & Paper

Products, Food & Beverages and upgrade its existing factory to World Health Organisation /GMP

standard, and enhance working capital requirements.

The estimated net proceeds of N2.007 Billion will be utilized for capacity building and working capital as

follows:

5.0 Purpose of the Offer

completion

period(months)

Biotech

700 35 17 months

WHO/GMP Upgrade - Existing factory

100 5

7 months

Hygiene/ Paper Products 300 15 5 months

Food & Beverages 107 5 5 months

Working Capital

800

40

On-going

TOTAL

100

Million

2,007

N % Estimated

Project


17

3.0 Working Capital, Profit and Dividend Forecasts

The Directors of the Company, having regard to its present financial position and the anticipated

proceeds of the Offer, are of the opinion that the Company will have adequate working capital and

sufficient liquidity to meet its immediate and foreseeable obligations and funding requirements.

The Directors estimate that in the absence of unforeseen circumstances, the profit before taxation will

be N519.98 million, N 930.15million and N1.21 Billion in 2008, 2009 and 2010 respectively.

4.0 Business Prospects and Going Concern Status

The healthcare industry is expected to experience a major boost in income as a result of the reforms in

the health care sector, which has led to import prohibition of a wide array of products. Besides, the

recent efforts of the National Agency for Food and Drugs Administration and Control (NAFDAC) to curb

fake and substandard products will further boost income. Fidson has strategically positioned itself to

maximise this opportunity and has diversified its product mix to enhance income.

With the above plans by the Company to position itself in a comfortable position in the immediate future

and in the absence of unforeseen circumstances, the Board of Directors are confident that Fidson going

concern status is guaranteed.

5.0 RISK FACTORS AND MITIGANTS

(a) SPECIFIC RISKS

The Company currently enjoys the benefits of a rejuvenating industry, which might not grow rapidly

relative to emerging opportunities in the economy. Performance will be relative to protection and policy

support by the Federal Government of Nigeria. The Company is however diversifying its business into

other market segments aggressively, in order to achieve a balanced portfolio.

(b) SECTORAL RISKS

The pharmaceutical Industry is faced with a number of challenges, including the issue of fake drugs,

raw materials, poor infrastructure, smuggling and brain drain of trained professionals. The recent

increase in regulatory activities by the National Agency for Food and Drugs Administration and Control

(NAFDAC) is expected to lead to further vibrancy in the industry.

(c) CURRENCY RISKS

The risks created by the frequent changes in the exchange rate of the Naira to other currencies have

been relatively reduced over the years. In addition, the Management of Fidson has devised policy

guidelines to properly match the Company's risk profile with the quality of risk management systems.

These policy guidelines also capture changing circumstances in domestic and international currency

markets.

(d) POLITICAL RISKS

The political risk rating of Nigeria has been on the upward swing arising from the political unrest of the

Niger Delta area and the kidnapping of foreign oil workers. However, successful conduct of the 2007

election which led to the hitch free transition from a democratic government to another has assisted in

fostering confidence of international bodies in Nigeria. In addition, the political class is expected to

address lingering political issues in such a way as to ensure the stability of the young democracy.

3.0 Working Capital, Profit and Dividend Forecasts

5.0 RISK FACTORS AND MITIGANTS

4.0 Business Prospects and Going Concern Status


6.0 COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE

Fidson is continuously striving towards complying with the code of corporate governance. The posts of

Managing Director and Chairman have been separated to avoid the concentration of too much power in

a single individual.

The Board as a whole is comprised of a number of sub-committees among which is an Audit

Committee. The Board is also comprised of high profile non-executive members serving in various

capacities at the sub-committees and involved in setting the emoluments of the Managing Director and

other Directors of the Company. The Company is committed to full disclosure and transparency in

providing information to all stakeholders because of its belief that this is the most important driving

force in any good governance process.

7.0 FUTURE PLANS

The Board and Management of Fidson are poised to continue returning greater value to investors and

place the Company on a sound capital and liquidity footing to take advantage of new market

opportunities. The Company is also diversifying into production of the lucrative fast moving consumer

goods by establishing a food processing and hygiene products factory processing.

I therefore invite all discerning investors to support the laudable programmes of Fidson by investing as

commensurate returns are feasible, all things being equal.

Yours faithfully,

Mr. Felix O. Ohiwerei

6.0 COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE

7.0 FUTURE PLANS

18

19

THE PROFIT FORCAST

Letter from the Reporting Accountants on the Profit Forecast for the three (3) years ending 30 June 2008,

2009, and 2010

November 20, 2007

The Directors

Fidson Healthcare Plc

6, Ilupeju By-Pass

Ilupeju

Lagos

and

The Directors

FBN Capital Limited

16 Keffi Street

South West Ikoyi

Lagos

And

The Directors


124, Norman Williams Street

South-West Ikoyi

Lagos

Gentlemen,

FIDSON HEALTHCARE - PRIVATE PLACEMENT OF 540,000,000 ORDINARY SHARES OF 50 KOBO EACH AT

N3.95 PER SHARE (“THE OFFER”)

We have received the accounting basis and assumptions in preparing the profit forecast of Fidson

Healthcare Limited (for which the Directors are solely responsible) for the three (3) years ending 30 June,

2008, 2009 and 2010.

Our review indicated that the profit forecast, so far as the accounting policies and calculations are

concerned have been properly compiled on the basis of the assumptions made by the Directors and are

presented on a basis consistent with the accounting policies normally adopted by the company.

Yours faithfully

Balogun Badejo & Co.

Chartered Accountants

THE PROFIT FORCAST

Letter from the Reporting Accountants in respect of Going Concern Status

November 20, 2007

The Directors

Fidson Healthcare Limited

6, Ilupeju By-Pass

Ilupeju

Lagos

And

The Directors

FBN Capital Limited

16 Keffi Street

Ikoyi. S.W.

Lagos

And

The Directors



South-West Ikoyi

Lagos

Gentlemen,

CONFIRMATION OF THE GOING CONCERN STATUS

Based on the information and confirmation received from the Directors of Fidson Healthcare Limited and

our review of past results of the company as well as the existing operational position, the Directors of

Fidson Healthcare Limited are of the belief that no material information will emanate from the

observations noted in our Reporting Accountants' Report that will affect the going-concern status of the

company.

We are therefore of the opinion that the company will continue as a going-concern in the foreseeable

future.

Yours faithfully,


(CHARTERED ACCOUNTANTS)

20

THE PROFIT FORCAST CONT’D

22

PROFIT FORECAST FOR THE THREE YEARS ENDING 30 JUNE

2008 2009 2010

N'000 N'000 N'000

Revenue 4,501,026 6,076,385 7,599,300

========= ========= =========

Profit before taxation 519,976 930,148 1,205,532

Taxation (154,732) (166,392) (297,647)

_________ _________ _________

Profit after taxation 365,244 763,756 907,885


_________ _________ _________

Retained profit for the year 171,729 548,739 531,605

========= ========= =========

Per share data:

Earnings per share (kobo) 32 67 80

Dividend per share (kobo) 17 19 33

Earnings and Dividend per share were arrived at on the basis of post offer 1,140,000,000

ordinary shares of N0.50k each.

THE PROFIT FORCASTCONT’D

23

The following is a copy of the letter from the Financial Advisers on the Profit Forecast:

5.0 Letter from the Financial Advisers5.0 Letter from the Financial Advisers

The Directors


6, Ilupeju By-Pass

Ilupeju

Lagos

Dear Sirs

FIDSON HEALTHCARE LIMITED - PRIVATE PLACEMENT OF 540,000,000 ORDINARY SHARES OF 50 KOBO

EACH AT N3.95 PER SHARE (“THE OFFER”)

We write further to the Private Placement Memorandum issued in respect of the private placement of

540,000,000 ordinary shares of 50 Kobo each at N3.95 by Fidson, the draft of which we have had the

privilege of reviewing. The Private Placement Memorandum contains forecasts of the profits of the thCompany for the years ending 30 June 2008, 2009 and 2010.

We have discussed the bases and assumptions upon which the forecasts were made with you and with

Balogun Badejo & Co, the Reporting Accountants. We have also considered the letter, dated November

20, 2007 from the Reporting Accountants regarding the accounting bases and calculations upon which

the forecasts were compiled.

Having considered the assumptions made by you as well as the accounting bases and calculations

reviewed by Balogun Badejo & Co, we consider that the forecasts (for which you as Directors are solely

responsible) have been made by you after due and careful enquiry.

Yours faithfully,

For: Financial Advisers

FBN Capital Limited Meristem Securities Limited

RC: 446599

24

HISTORY & FINANCIAL INFORMATION

Letter from the Reporting Accountants on Audited Accounts for the year ended 30 June 2003,2004,2005,2006 and 2007

November 05, 2007

The Directors


6, Ilupeju By-Pass

Ilupeju

Lagos

and

The Directors

FBN Capital Limited

16 Keffi Street

South West Ikoyi

Lagos

And

The Directors



South-West Ikoyi

Lagos

Gentlemen,

FIDSON HEALTHCARE LIMITED PRIVATE PLACEMENT OF 540,000,000 ORDINARY SHARES OF 50 KOBO EACH AT

N3.95 PER SHARE (“THE OFFER”)

We have examined the audited financial statements of Fidson Healthcare Limited herein referred to as "The

Company" for the year ended 30 June, 2003, 2004, 2005, 2006 and 2007.

The financial statements were prepared under the historical cost convention. Messrs Akintola Williams Deloitte

(Chartered Accountants) were the auditors to the company for the years ended 30 June, 2003, 2004, 2005 and 2006

and Messrs Ernst & Young (Chartered Accountants) were the auditors to the company for the year ended 30 June,

2007 and their audit reports thereon were unqualified.

The summarized profit and loss accounts, balance sheet and cashflows are based on the audited financial

statements of the company after making such adjustments as we considered appropriate.

In our opinion, the financial information gives for the purpose of the private placement, a true and fair view of the

state of affairs of the company as at 30 June, 2003, 2004, 2005, 2006 and 2007 and its summarised profit and cash

flow for the period then ended.

Yours faithfully


CHARTERED ACCOUNTANTS

25

BALANCE SHEET AS AT 30 JUNE

2007 2006 2005 2004 2003

ASSETS EMPLOYED: N'000 N'000 N'000 N'000 N'000

FIXED ASSETS 586,482 501,154 441,992 362,934 239,866

FINANCE LEASE ASSETS 77,418 84,825 18,883 9,500 -

INVESTMENTS 283,824 171,760 57,416 50,000 -

_________ _________ _________ _________ ___________

947,724 757,739 518,291 422,434 239,866

CURRENT ASSETS

Stocks 504,270 367,382 418,675 403,843 228,017

Debtors and prepayments 1,175,117 478,140 316,568 130,169 209,123

Amount due from related

companies 43,105 52,840 49,434 55,053 6,216

Cash and bank balances 43,754 54,923 7,521 13,338 5,978

_________ _________ _________ _________ ___________

1,766,246 953,285 792,198 602,403 449,334

CREDITORS - DUE WITHIN ONE YEAR

Bank loans and overdrafts

(secured) - (232,507) (297,842) (312,793) (194,904)

Trade creditors (391,057) (161,776) (60,690) (29,503) (5,758)

Other creditors and accruals (616,338) (124,128) (82,099) (22,446) (41,225)

Dividends payable (152,147) (171,704) (112,069) (73,634) (38,197)

Amount due to related

companies (9,683) - - -

Taxation - - (3,883) (44,305) (17,569)

________ ________ ________ ________ __________

606,704 253,487 235,615 119,722 151,681

________ ________ ________ ________ __________

Total assets less current

liabilities 1,554,428 1,011,226 753,906 542,156 391,547

CREDITORS - AMOUNTS DUE

AFTER ONE YEAR

Obligation under finance lease (51,681) (24,300) (1,086) (848) -

Deferred taxation (49,974) (49,974) (49,974) (47,054) (47,054)

PROVISION FOR LIABILITIES

AND CHARGES

Staff retirement benefits (26,047) (15,530) (3,756) (2,436) -

1,426,726 921,422 699,090 491,818 344,493

======= ======= ======= ======= =======

FINANCED BY:

CAPITAL AND RESERVES

Share capital 89,181 89,181 89,181 84,636 71,000

Share premium 81,818 81,818 81,818 61,363 -

Fixed assets revaluation reserve 26,279 26,279 26,279 29,199 29,199

Revenue reserve 1,229,448 724,144 501,812 316,620 244,294

Shareholders' funds 1,426,726 921,422 699,090 491,818 344,493

HISTORY & FINANCIAL INFORMATIONCONT’D

HISTORY & FINANCIAL INFORMATION

26

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 30 JUNE

2007 2006 2005 2004 2003

N'000 N'000 N'000 N'000 N'000

Turnover 3,307,421 2,200,167 1,624,471 1,080,231 763,937

Cost of sales (1,665,851) (1,097,575) (657,535) (409,072) (298,413)

Gross profit 1,641,570 1,102,592 966,936 671,159 465,524

Operating expenses (1,024,410) (651,092) (562,563) (389,544) (257,065)

Financial charges (117,628) (82,013) (165,108) (101,447) (50,082)

Other operating income 5,772 943 7,003 2,816 2,995

_________ _________ _________ _________ _________

Profit before taxation 505,304 370,430 246,268 182,984 161,372

Taxation - - - (950) (16,163)

Profit after taxation 505,304 370,430 246,268 182,034 145,209

Proposed dividend (202,443) (147,149) (98,099) (73,634) (38,197)

Retained profit transferred

to revenue reserve 505,304 223,281 148,169 108,400 107,012

======== ======== ======== ======== ========

Per share data (kobo):

Earnings per share (kobo)

Actual 567 415 276 215 205

Adjusted 567 415 276 204 163

Dividend per share (kobo)

Actual 227 165 110 87 54

Adjusted 227 165 110 83 43

====== ====== ====== ====== ======

27

1.0 Incorporation and Share Capital HistorystFidson Healthcare Limited was incorporated on the 1 of March, 1995 as a private limited liability

company with authorised share capital of N1,000,000, which has progressively increased over the years.

The following changes have taken place in the Company's authorised and issued capital since

incorporation

2.0 Shareholding Structure

As at November 9, 2007, the issued share capital of the Company was N300,000,000 made up of

600,000,000 Ordinary shares of 50k each and were wholly held as follows.

3.0 Directors' Interests

The direct and indirect interests of the Directors of Fidson Healthcare Limited in the issued share capital

of the Company as recorded in the Register of Members as at November 9, 2007 were as follows:

1.0 Incorporation and Share Capital History

2.0 Shareholding Structure

3.0 Directors' Interests

STATUTORY &GENERAL INFORMATION

SHAREHOLDER

Fidelis A. Ayebae

Intercontinental Bank Plc

Mrs. Olufunmilola O. Ayebae

Felix O. Ohiwerei

Others

5,

No of Ordinary

Shares Held

56,954,658

18,181,818

10,650,000

000,000

9,213,524

100,000,000

%

56.96%

18.18%

10.65%

5.00%

9.21%

100% Total

Direct

5,000,000

56,954,658

2,504,524

1,000,000

2,525,238

1,000,000

10,650,000

-

Indirect

-

-

-

-

-

-

-

-

-

Total

5,000,000

56,954,658

2,504,524

1,000,000

2,525,238

1,000,000

10,650,000

Director

Felix O. Ohiwerei

Fidelis A. Ayebae

Abiola Adebayo

Olatunde B. Olanipekun

Olugbenga O. Olayeye

Olufunmilola O. Ayebae

Oluwatoyin Ehinlaye

Emeritus Professor Oladipo Akinkugbe

Authorised (N) Issued & Fully Paid up (N)

Increase

-

1,000,000

20,000,000

50,000,000

29,000,000

650,000,000

Cumulative Increase

1,000,000

20,000,000

50,000,000

18,181,818

10,818,182

200,000,000

Cumulative

1,000,000

21,000,000

71,000,000

89,181,818

100,000,000

300,000,000

Consideration

Cash

Cash

Cash

Cash

Cash

Bonus

November 5, 2007

Date

March 13, 1995

June 22, 1999

July 6, 2001

January 5, 2004

November 8, 2007

21,000,000

71,000,000

100,000,000

100,000,000

750,000,000

1,000,000

28

4.0 Indebtedness

stAs at 31 October, 2007, the Company had no outstanding debentures, mortgages, loans or similar

indebtedness or material contingent liabilities or other similar indebtedness, other than in the ordinary

course of business.

5.0 Subsidiaries and Associated Companies

As at June 30, 2007, the date of the latest audited accounts, the Company had two Subsidiaries namely:

FIL Pharmaceuticals Limited & Widenet Impex Limited. The Company also has 50% holdings is an

Associate Company, Ecomed Pharma Limited.

6.0 Extracts from the Articles of Association

CLASSES OF SHARES

Art.2 The Company may form time to time issue classes of shares. It shall be the responsibility of the

directors to determine the classes of shares to be issued and rights or restrictions attached may at any

time be varied in accordance with the provisions of Section 141 of the Decree.

RESTRICTION ON TRANSFER OF SHARES

Art. 3 The Directors may in their absolute discretion and without given any reason, refuse to register

any transfer of any share whether or not it is a fully paid share.

PRE-EMPTIVE RIGHTS OF SHAREHOLDERS OF THE COMPANY

Art. 4 The Company shall not allow any new or unissued shares unless the same are offered in the first

instance to all the shareholders or to all the shareholders of the class or classess being issued in

proportion as nearly be to their existing holdings.

Art. 5 The offer to existing shareholders shall be by notice specifying the number of shares of

which the shareholders is entitled to subscribed and limiting a time not being less than 28 days after the

services of the notice, after the expiration of which the offer, if not accepted, will be deemed to be

declined. On the receipt of an intimation from the shareholders as the case may be, the board of directors

may subject to the terms of any resolution of the company, dispose of the shares of the company at a

price not less than specified in the offer, in such manner as they think most beneficial to the company.

Art. 6 Provided that as any time shall be shares issued in furtherance of the foregoing the initial

directors of the company shall be entitled to subscribed in proportion of the initial shares taken by them

in the Memorandum of Association.

Art. 7 Articles 4, 5 and 6 are not alterable except with the unanimous consent of all members of the

company.

Art. 8 The Company is a Private Company and accordingly:-

(A) The right to transfer shares is restricted in manner hereinafter provided.

(B) The number of members for the time being of the company (exclusive of persons

who are for the time being in the employment and have continue after determination of

that employment to be members of the company) is not exceed fifty. Provided that where

two or more persons hold one or more shares in the company jointly, they shall for the

purpose of this paragraph be treated as a single member.

(C) Any invitation to the public to subscribe for any shares or debentures of the company is

prohibited.

4.0 Indebtedness

5.0 Subsidiaries and Associated Companies

6.0 Extracts from the Articles of Association

CLASSES OF SHARES

RESTRICTION ON TRANSFER OF SHARES

PRE-EMPTIVE RIGHTS OF SHAREHOLDERS OF THE COMPANY

STATUTORY &GENERAL INFORMATION CONT’D

STATUTORY &GENERAL INFORMATIONCONT’D

29

(D) The company shall have power to issue share warrants.

ALTERATION OF CAPITAL

Art. 11 The Company may from time to time by Ordinary Resolution effect an alteration of its

share capital in any of the ways set out in Section 100 of the Decree.

Art. 12 Subject to the provisions of the Decree on reduction of capital, the Company whenever it

considers it expedient to do so, by Special Resolution reduce its share capital, any redemption fund or

any share premium account.

NOTICES

Art. 13 A notice may be given by the Company to any member either personally or by sending by post to

him or to his registered address, or (if he has no registered address within Nigeria) to the address, if any,

within Nigeria supplied by him to the company for the giving of notice to him. Where a notice is sent by

post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and

posting a letter containing the notice, and to have been effected at the expiration of 7 days after the letter

containing the same is posted.

MEETING

Art. 14 The Annual General Meeting shall be held at such time and place as the Directors shall appoint.

Art. 15 The Chairman of the Board of Directors shall preside as Chairman at every General

Meeting of the Company or if there is no such Chairman or if he is not present within thirty minutes after

the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect

one of their number to be Chairman of the meeting.

Art. 16 If at any meeting no Director is willing to act as Chairman or if no Director is present within thirty

minutes after the time appointed for holding the meeting, the members present shall choose one of their

number to be Chairman of the meeting.

VOTING

Art. 17 No member shall be entitled to vote at any general meeting unless a call or other sums payable by

him in respect of shares in the company have been paid.

Art. 18 On a show of hands every member present in person or by proxy shall have one vote. On a poll

every member shall have one vote for each share of which he is the holder.

PROCEEDINGS AT GENERAL MEETING

Art. 19 All business shall be deemed special that is transacted at an Extraordinary General Meeting also

all that is transacted at an Annual General Meeting with the exception of declaring a dividend, the

consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election

of directors in the place of those retiring and the appointment of, and fixing of the remuneration of the

auditors.

Art. 20 No business shall be transacted at any General Meeting unless a quorum of member is present at

the time when the meeting proceeds to business and for the purpose thereof, unless it is otherwise

provided, two members present in person or by proxy shall be a quorum.

Art. 21 If within half an hour from the time appointed for the meeting a quorum is not present the

meeting if convened upon the requisition of members shall be dissolved. In any other case it shall stand

ALTERATION OF CAPITAL

MEETING

VOTING

PROCEEDINGS AT GENERAL MEETING

NOTICES


30

adjourned to the same day in the next week, at the same time and place and if at the adjourned meeting a

quorum is not present within half an hour from the time appointed for the meeting, the members of

whatever class present shall be a quorum.

Art. 22 At any General Meeting a resolution put to vote of the meeting shall be decided on a s h o w o f

hands unless a poll is (before or on the declaration of the result of a show of hands) demanded by the

Chairman or at least three members entitled to vote at the meeting or by the holders present in person or

by proxy of at least one-tenth part of the total voting rights of all members having the right to vote at

meeting or members holding shares on which an aggregate sum has been paid up equal to not less than

one-tenth of the total sum paid upon all the shares conferring that right. Unless a poll is so demanded, a

declaration by the chairman that a resolution has on a show of hands been carried unanimously or by a

particular majority or lost, and an entry to that effect in the minute book of the company shall be

conclusive evidence thereof without proof of the number or proportion of the votes recorded in favour

of/or against such resolution. A proxy need not be member of the company.

Art. 23 Any Corporation which is a member of this company may, by resolution of its Directors or other

governing body, authorise any person to act as its representatives at any meeting or meetings of this

company or of any class of members thereof and such representative shall be entitled to exercise the

same powers on behalf of the Corporation which he represents as if he had been an individual

shareholder or including power when personally present to vote on a show of hands.

Art. 24 A proxy may take in the proceedings of a General Meeting as if he were the member

whom he represents.

DIRECTORS

Art. 28 Unless and otherwise determined by the Company in General Meeting the number of

Directors shall not be less than two or more than ten.

Art. 29 The Directors shall have power at any time and from time to time to appoint a person/s as

additional Director/s

Art. 30 The Company in General Meeting may from time to time direct such sum as may be

thought fit to be paid as and by way of remuneration to the Directors and any such sum shall be divided

amongst them as they may agree or, failing agreement, equally. The Directors shall also be entitled to be

repaid all expenses reasonably incurred by them respectively in or about the performance of their duties

as Directors.

Art. 31 It shall not be necessary for any Director of the Company to acquire or hold any share

qualification but a Director shall be entitled to receive notice, and to attend all General Meetings.

POWERS AND DUTIES OF DIRECTORS

Art. 33 Any Director may at any time appoint any other Director or appoint any other person approved by

a majority of the other Directors for the time being to be his alternate and may at any time remove any

alternate Director appointed by him, and (subject to such approval as aforesaid) appoint another in his

place. An alternate Director shall not be entitled to receive any remuneration from the company nor shall

it be necessary for him to acquire or hold any qualification share but he shall be entitled (subject to his

DIRECTORS

POWERS AND DUTIES OF DIRECTORS


31

giving to the company an address within Nigeria at which notices may be served on him) to receive

notice of meetings of the Directors and to attend and vote as a director as any such meetings to which the

Director appointing him is not present and at such meetings to exercise all the powers, duties and

authorities of the Director appointing him. A Director who is also an alternate Director shall be entitled in

addition to his vote, to a separate vote on behalf of the Director, he is representing. An alternate Director,

if his appointor ceases for any reason to be a Director shall ipso facto cease to be an alternate Director.

Every person acting as an alternate Director shall be an officer of the company and shall not be deemed to

be an Agent of or for the Director appointing him. All appointments and removal of an alternate Director

made by any Director in pursuance of his article shall be in writing under the hand of the Director making

the same and shall be sent to or left at the registered office of the company.

DIVIDENDS AND CAPITALIZATION OF PROFITS

Art. 39 Any General Meeting declaring a dividend may direct payment of such dividend wholly or in part

by the distribution of specific assets and in particular of paid-up shares or debentures of the company or

paid-up shares or debentures of any other company or in one or more of such ways and the Directors

shall give effect to such resolution.

Art. 40 The company in General Meeting may at any time and from time to time upon the

recommendation of the Directors by resolution declare that it is expedient to capitalize any sums or sum

(1) forming part of the undivided profits standing to the credit of the Company's reserve fund or (2) being

undivided profits in the hands of the company not required for the payment of any dividend and the same

be set free for distribution accordingly and may direct the appropriation of any such among the members

or any class of members who would be entitled to such profits if distributed as dividend and in the same

proportions in which they would have been so entitled; by applying the same in paying up shares or

debentures of the Company or in any one more of such ways for distribution among such members as

fully paid and the Directors shall give effect to such resolution.

Art. 41 Where any difficulty arises in regard to any distribution under either of the last two preceding

articles the Directors may settle the same as they think expedient and in particular may issue fractional

certificates and may fix the value of distribution of such specific assets or any part thereof and may

determine that cash payment shall be made to any members upon the footing of the value so fixed in

order to adjust the rights of all parties and may vest such specific assets in trustees upon such trusts for

the persons entitled to participate in the dividend or in the appropriation or distribution of such sum or

sums as may seem expedient to the Board. Where requisite, a proper contract shall be filled in

accordance with the Act and the Directors may appoint any person to sign such contract on behalf of the

persons entitled to the dividend or to such appropriation and distribution and such appointment shall be

effective and binding upon the members.

7.0 Claims and Litigation

As at 9 November 2007, Fidson was involved in one legal proceeding - Chief Muritala Dada & 2 ors V.

Shakti Industries Limited, Fidson Pharmaceuticals Limited & 10 ors. In that matter, Fidson

Pharmaceuticals Limited was sued with 11 other defendants. Fidson Healthcare Limited was not one of

the defendants but was however served with the processes filed in the suit. Fidson Healthcare Limited,

not being a party to that suit, has through its counsel filed an application to set aside the service of the

processes on it. The Solicitors are of the opinion that this suit is not likely to have any material adverse

effect on Fidson or the Offer.

DIVIDENDS AND CAPITALIZATION OF PROFITS

7.0 Claims and Litigation


32

8.0 Estimated costs and expenses of Offer

To be inserted

9.0 Material Contracts

Except as disclosed below, the Company has not entered into any material contract except in the ordinary

course of business;

1. A Vending Agreement dated November 8,2007 between Fidson Healthcare Limited on the one part

and FBN Capital Limited and Meristem Securities Limited on the other part under which the Financial

Advisers have agreed to offer on behalf of the Company 540,000,000 Ordinary shares of 50kobo by

way of Private Placement at N3.95 per share

2. Investment Agreement between Gateway Bank Plc (now Intercontinental Bank Plc) and Fidson

Healthcare Limited, under which Intercontinental invested N100,000,000.00 by way of equity in

Fidson in accordance with the Small and Medium Industries Equity Investment Scheme . As a

consequence of which the bank is entitled to hold at least two board positions as well as management

positions in the Company.

10.0 Compliance with the Code of Corporate Governance

Fidson is continuously striving towards complying with the code of corporate governance. The posts of

Managing Director and Chairman have been separated to avoid the concentration of too much power in

a single individual.

The Board as a whole is comprised of a number of sub-committees among which is an Audit Committee.

The Board is also comprised of high profile non-executive members serving in various capacities at the

sub-committees and involved in setting the emoluments of the Managing Director and other Directors

of the Company. The Company is committed to full disclosure and transparency in providing

information to all stakeholders because of its belief that this is the most important driving force in any

good governance process.

11.0 Relationship between the Issuer, Financial Advisers and other Advisers

There is no relationship between the Issuer and any of the Financial Advisers or professional advisers.

12.0 Consents

The following have given and not withdrawn their written consents to the issue of this Private Placement

Memorandum with their names and reports (where applicable) included in the form and context in

which they appear:

The Directors and Company Secretary of Fidson Healthcare Limited

FBN Capital Limited Financial Adviser

Meristem Securities Limited Financial Adviser

Balogun Badejo & Co Reporting Accountants

Ernst & Young Auditor

Udo Udoma & Belo Osagie Solicitor to the Offer

Oval Law Firm Solicitor to the Company

8.0 Estimated costs and expenses of Offer

9.0 Material Contracts

10.0 Compliance with the Code of Corporate Governance

11.0 Relationship between the Issuer, Financial Advisers and other Advisers

12.0 Consents


33

13.0 Documents Available for Inspection

Copies of the following documents may be inspected at FBN Capital Limited 16 Keffi Street, South West

Ikoyi, Lagos and Meristem Securities Limited, 124 Norman Williams Street, South West Ikoyi, Lagos from

November 12, 2007 to November 23, 2007 between 8.00 a.m. to 5.00p.m. during normal business hours

on any weekday (except public holidays):-

Ø Certificate of Incorporation of the Company.

Ø Memorandum and Articles of Association of the Company.

Ø The material contract referred to in section 9 on page 32

Ø Reporting Accountants' Report on the audited accounts of the Company for the five years ended,June 30 2007 i.e. (Years 2003-2007)

Ø Reporting Accountants' Report on the Profit Forecast of the Company for the years ending June

30, 2008, 2009 and 2010

Ø Copy of the Board Resolution authorising the Private Placement

Ø Copy of the resolution of the shareholders at the Annual General Meeting/Extra Ordinary Meeting

held on November 8,2007 approving the Private Placement

Ø Audited Accounts of the Company for the years June 30, 2003 to 2007

Ø Private Placement Memorandum

Ø Consents of Parties referred to above

Ø The litigation referred to above

13.0 Documents Available for Inspection

PRODUCTS

34

PRODUCTS

35

HEAD OFFICE

Model of Fidson’s Head Office,Ikorodu Road, Lagos State.

Work in progress on Fidson’s Head Office,Ikorodu Road, LagosState.

36

New Factory at Ota, Ogun State

Ecomed Pharma Limited’s Factory

37

SOCIAL RESPONSIBILITY

Renovation of Lagos University Teaching Hospital (LUTH) Building

Model of VIP Ward in Federal Medical Centre,(FMC) Abeokuta, Ogun State.

Work in Progress at the VIP Ward in FMC,Abeokuta, Ogun State.

APPLICATION FORM

FIDSON HEALTHCARE LIMITEDRC 267435

PROCEDURE FORAPPLICATION & ALLOTMENT

39

Application

a) Application must be made on the form contained in this Placement Memorandum.

b) Subscriptions must be made for a minimum of 250,000 and in multiples of 50,000 shares

thereafter. The number of shares which application is made for and the full payment due in respect

thereof by cheque or bank draft should be entered in the boxes provided

c) Every application must contain the full corporate name and address of the applicant on the

Application Form. Application must bear seal and completed by an authorized official(s) who

should state his (their designation(s).

d) Each applicant should forward his/her Application Form with the cash, cheque, certified cheque,

bank, bank draft or evidence of money transfer for the full amount of the purchase price to FBN

Capital Limited, 16 Keffi Street, South West Ikoyi, Lagos or Meristem Securities Limited, 124

Norman Williams Street, South West, Ikoyi, Lagos. All cheques must be crossed and marked

“Fidson Healthcare Limited” and made payable to FBN Capital Limited or Meristem Securities

Limited. All cheques and drafts will be presented upon receipt and all applications in respect of

which cheques are returned unpaid will be rejected.

e) The completed Application Form should be dispatched by courier or delivered with evidence of the

remittance to either of the following addresses:

FBN Capital Limited Meristem Securities Limited

16 Keffi Street 124, Norman Williams Street

S.W. Ikoyi S.W. Ikoyi

Lagos Lagos

Attention:

Ahmed Lawal (Mr.) Sulaiman Adedokun (Mr.)

Chris Olowojolu (Mr.) Olaniyi Ogunbayo (Mr)

Allotment

Fidson Healthcare Limited, FBN Capital Limited and Meristem Securities Limited reserve the right to

accept or reject any application in whole or in part. All irregular applications will be rejected.

The Share Certificate will be dispatched by registered mail to each applicants address not later than three

(3) weeks from the date of allotment.

Application Monies

All application monies will be retain in a separate bank account pending the allotment of the shares. If

any application is not accepted, or is accepted for fewer shares than the number applied for, the full

amount or the balance of the amount paid (as the case may be) will be returned within one week of

allotment.

Application

Attention:

Allotment

Application Monies

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