Australian Pharmaceutical Industries : Scheme now Legally Effective

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Tuesday, 22 March 2022

Scheme now Legally Effective

Australian Pharmaceutical Industries (ASX:API)("API") confirms that it has lodged a copy of the orders made by the Federal Court of Australia ("Court") with the Australian Securities and Investments Commission. As announced, yesterday the Court approved the scheme of arrangement between API and its shareholders, under which WFM Investments Pty Ltd, a wholly owned subsidiary of Wesfarmers Limited, will acquire 100% of the shares in API that it does not already own ("Scheme").

A copy of the Court orders are attached to this announcement.

The Scheme is now legally effective and it is expected that quotation of API shares on the ASX will be suspended from close of trading today.

API shareholders will be paid the Scheme consideration upon implementation of the Scheme (expected to be on Thursday, 31 March 2022) in respect of API shares they hold as at 7.00pm (Melbourne time) on Tuesday, 29 March 2022.

If API shareholders have any questions about the Scheme, please contact the API Shareholder Information Line on 1300 103 401 (within Australia) or [phone] (outside Australia) between 8.30 am and 5.00 pm (Melbourne time) Monday to Saturday, excluding public holidays.

This announcement is authorised for release by the Board of Directors of API.

For further information:
Investors	Media
Carolyn Ireland	Gabriel McDowell
API	Res Publica
T: [phone]	T: [phone]

Australian Pharmaceutical Industries Limited

250 Camberwell Road Camberwell VIC 3124 Australia T: [phone] www.api.net.auACN 000 004 320

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Federal Court of Australia
District Registry: Victoria
Division: General	No: VID708/2021

IN THE MATTER OF AUSTRALIAN PHARMACEUTICAL INDUSTRIES LIMITED ACN: 000 004 320

AUSTRALIAN PHARMACEUTICAL INDUSTRIES LIMITED ACN: 000 004 320

Plaintiff

	ORDER
JUDGE:	JUSTICE BEACH
DATE OF ORDER:	21 March 2022
WHERE MADE:	Melbourne

THE COURT NOTES THAT:

There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission (ASIC) in accordance with section 411(17)(b) of the Corporations Act 2001 (Cth) (Act) stating that ASIC has no objection to the Scheme of Arrangement between the plaintiff (API) and its shareholders other than the "Excluded Shareholders" as defined in the Scheme of Arrangement (API Shareholders), the terms of which are set out in Annexure A to this order (Scheme), which Scheme was approved by the API Shareholders at a meeting on 17 March 2022.

THE COURT ORDERS THAT:

1. Pursuant to section 411(4)(b) of the Act, the Scheme be and is hereby approved.
2. Pursuant to section 411(12) of the Act, API be exempted from compliance with section 411(11) of the Act in respect of the Scheme.

Note: Entry of orders is dealt with in rule 39.34 of the Federal Court Rules 2011 (Cth).

Prepared in the Victoria District Registry, Federal Court of Australia

Level 7, Owen Dixon Law Courts, 305 William Street, Telephone [phone]

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For personal use only

Date that entry is stamped: 21 March 2022.

Prepared in the Victoria District Registry, Federal Court of Australia

Level 7, Owen Dixon Law Courts, 305 William Street, Telephone [phone]

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Annexure A

Scheme of Arrangement

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Prepared in the Victoria District Registry, Federal Court of Australia

Level 7, Owen Dixon Law Courts, 305 William Street, Telephone [phone]

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For personal use only

Prepared in the Victoria District Registry, Federal Court of Australia

Level 7, Owen Dixon Law Courts, 305 William Street, Telephone [phone]