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General Meeting relating to Approval of Adcorp's new MOI
Adcorp Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1974/001804/06)
Share Code: ADR ISIN: ZAE000000139
("Adcorp” or “the Company”)
GENERAL MEETING RELATING TO THE APPROVAL OF ADCORP’S NEW
MEMORANDUM OF INCORPORATION AND AUTHORISATION TO PROVIDE
FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 OF THE COMPANIES ACT
71 OF 2008
The circular, setting out, inter alia, the rationale for the adoption
of the Company’s new Memorandum of Incorporation (“MOI”) and the
authorisation to provide financial assistance in terms of Section 44
of the Companies Act 71 of 2008 (“Companies Act”) and a notice of
general meeting, was posted to shareholders on Monday, 21 January
2013.
The general meeting of Shareholders will be held at 08h00 on Tuesday,
19 February 2013 at the registered offices of Adcorp, Nicolway
Bryanston, Cnr. William Nicol and Wedgewood Link Bryanston, 2021 for
the purposes of approving the Company’s new MOI. The MOI is being
amended in order to harmonise it with the Companies Act and the JSE
Limited Listings Requirements.
In addition, Adcorp intends on establishing a domestic medium term
note programme (“DMTN Programme”) for the issue of notes with a limit,
for the time being, of R2 000 000 000. The initial issuance of the
notes is expected to be in an amount of R500 000 000 which will be
used as operating capital for general corporate purposes. The
establishment of the DMTN Programme results in Adcorp providing
“financial assistance” within the meaning of Section 44 of the
Companies Act. The financial assistance consists of the provision of
security by Adcorp in connection with the subscription or purchase of
securities to be issued by Adcorp.
The salient dates for the general meeting, also contained in the
circular, are as follows:
Circular and notice of general Monday, 21 January 2013
meeting posted to shareholders on
Last day to trade in Adcorp Friday, 1 February 2013
securities in order to be recorded
in Adcorp’s securities register to
vote at the general meeting on
Record date to be entitled to Friday, 8 February 2013
attend, participate in and vote at
the general meeting by close of
trading on
Proxy forms for the general meeting Monday, 18 February 2013
to be received by 08h00 on
General meeting held at 08h00 on Tuesday, 19 February 2013
Results of the general meeting Tuesday, 19 February 2013
released on SENS on
Results of the general meeting Wednesday, 20 February 2013
published in the South African press
on
Notes:
a) All dates and times may be changed by Adcorp. Any change will be published
on SENS and in the South African press.
b) Shareholders should note that as transactions in Adcorp securities are
settled in the electronic settlement system used by Strate, settlement of
trades takes place 5 business days after such trade. Therefore,
shareholders who acquire securities after Friday, 1 February 2013 will not
be eligible to vote at the general meeting.
c) All times given in this announcement are local times in South Africa.
d) If the general meeting is adjourned or postponed, forms of proxy submitted
for the initial general meeting will remain valid in respect of any
adjournment or postponement of the general meeting.
Bryanston
28 January 2013
Corporate Adviser and Transaction Sponsor: Investec Bank Limited
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Date: 28/01/2013 10:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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