Wrap Text
Distribution of Circular and Notice of Special General Meeting
Adcorp Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1974/001804/06)
Share Code: ADR
ISIN: ZAE000000139
(‘Adcorp’ or the ‘Company’)
DISTRIBUTION OF CIRCULAR AND NOTICE OF SPECIAL GENERAL MEETING
1. Introduction Distribution of Circular
1.1. Shareholders of Adcorp (“Shareholders”) are referred to the announcement (“Announcement”) released by Adcorp
on SENS on Thursday, 12 November 2020, in which it was announced, inter alia, that the board of Adcorp has resolved
to pursue a proposed Broad-Based Black Economic Empowerment (“B-BBEE”) ownership transaction through a newly
incorporated wholly owned South African subsidiary Adcorp Group SA Proprietary Limited (“SA HoldCo”) in terms of
which the new strategic B-BBEE partners will subscribe for 3 542 ordinary shares (“SA HoldCo Ordinary Shares”),
comprising 35.42% of SA HoldCo’s total issued ordinary shares (“Proposed B-BBEE Transaction”).
2. Distribution of Circular and Notice of Special General Meeting
2.1. A circular (“Circular”), detailing the Proposed B-BEE Transaction, was distributed to Shareholders today, Monday, 16
November 2020. The Circular also incorporates a notice convening a special general meeting of Shareholders (“Special
General Meeting”) for the purpose of considering and, if deemed fit, passing, with or without modification, the
resolutions contained therein.
2.2. Notice is hereby given that the Special General Meeting will be held at 09:00 on Monday, 14 December 2020 at the
registered offices of the Company at Adcorp Place, 102 Western Service Road, Gallo Manor Ext 6, Johannesburg,
2191.
2.3. A copy of the Circular will also be available on the Company’s website at https: www.adcorpgroup.com/investor-news/
3. Salient dates and times
3.1. Shareholders are referred to the table below setting out important dates and times in relation to the Special General
Meeting and the Proposed BEE Transaction. Capitalised terms used in the table and notes below will have the meanings
assigned to them in the Circular.
2020
Record Date to be eligible to receive the Circular Friday, 06 November
Date of issue of Circular incorporating the Notice of Special General Meeting and Monday, 16 November
Form of Proxy
Last day to trade Shares in order to be recorded in the Register to vote at the Special Tuesday, 01 December
General Meeting on
Voting Record Date in order to be eligible to attend, participate in and vote at the Friday, 04 December
Special General Meeting by close of trade on
Forms of Proxy to be lodged with the Transfer Secretaries as soon as possible for Thursday, 10 December
administrative purposes only, preferably by 09:00 on
Forms of Proxy not lodged with the Transfer Secretaries to be handed to the Monday, 14 December
chairperson of the Special General Meeting before the proxy exercises the rights of
the Shareholder at the Special General Meeting on
Special General Meeting to be held at 09:00 on Monday, 14 December
Results of Special General Meeting released on SENS on or about Monday, 14 December
Notes:
1. Shareholders should note that the above salient dates and times are subject to change. Any changes to the above
salient dates and times will be communicated to Adcorp Shareholders on SENS.
2. All times quoted in the Circular are local times in South Africa on a 24-hour basis, unless specified otherwise.
3. No orders to dematerialise or rematerialise Adcorp Shares will be processed from the Business Day following the
Last Day to Trade up to and including the Voting Record Date, but such orders will again be processed from the
first Business Day after the Voting Record Date.
4. All Dematerialised Shareholders (other than those with “own name” registration) must provide their CSDP or Broker
with their instructions for voting at the Special General Meeting by the cut-off time and date stipulated by their
CSDP or Broker in terms of their respective custody agreements.
5. A Form of Proxy may be lodged with the Transfer Secretary, so as to be received by the Transfer Secretary on or
before 09:00 on Thursday, 10 December 2020 or, the Form of Proxy may be handed to the chairperson of the
Special General Meeting at any time prior to the Adcorp Resolutions being voted upon.
6. If the Special General Meeting is adjourned or postponed to a later time and/or date, the above dates and times
will change, but the applicable Form of Proxy submitted for the relevant Special General Meeting will remain valid
in respect of any postponement prior to convening, adjournment or postponement of that Special General Meeting.
7. A Form of Proxy submitted for the relevant Special General Meeting will be suspended at any time and to the extent
that a Shareholder chooses to act directly and in person at the relevant Special General Meeting.
8. A Form of Proxy submitted for the relevant Special General Meeting, unless where a proxy expressly provides that
it is irrevocable, may be revoked by a shareholder by cancelling it in writing, and delivering a copy of the revocation
instrument to the proxy and to the Company, or making a later inconsistent appointment of a proxy.
Johannesburg
16 November 2020
Corporate Advisor and Transaction Sponsor
Pallidus Capital Proprietary Limited
Legal Advisor
Baker & McKenzie Incorporated
Sponsor
PSG Capital
Date: 16-11-2020 05:10:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
