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ADR/PCN - Adcorp Holdings Limited/ Paracon Holdings Limited - Fulfilment of outstanding conditions precedent and finalisation announcement ADCORP HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1974/001804/06) Share code ADR ISIN: ZAE000000139 ("Adcorp") PARACON HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1997/008181/06) Share code PCN ISIN: ZAE000029674 ("Paracon") FULFILMENT OF OUTSTANDING CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT Adcorp ordinary shareholders ("Adcorp Shareholders") and Paracon ordinary shareholders ("Paracon Shareholders") are referred to the joint announcement by Adcorp and Paracon of a firm intention by Adcorp to make an offer to acquire the entire issued share capital of Paracon, excluding those shares held by subsidiaries of Paracon, by way of a scheme of arrangement ("Scheme") in terms of section 114 of the Companies Act 71 of 2008, as amended, ("Companies Act"), which was released on SENS on 6 September 2011 and published in the press on 7 September 2011, and to the respective Adcorp and Paracon circulars dated 30 September 2011 ("the Circulars"). Adcorp and Paracon Shareholders are advised that the Takeover Regulation Panel ("Panel") issued a compliance certificate in terms of section 119(4)(b) of the Companies Act in respect of the Scheme on 16 November 2011. Furthermore, as none of the material adverse events described in the Circulars occurred prior to issue by the Panel of the compliance certificate, all outstanding conditions precedent to the Scheme have been fulfilled. Accordingly, Adcorp and Paracon Shareholders are advised that the salient dates which were set out in the Circulars, have been amended by mutual agreement between Adcorp and Paracon: 2011 Last day to trade Paracon ordinary shares on the Friday, 25 November JSE in order to be recorded in Paracon`s securities register so as to receive the Scheme consideration Listing of the Paracon ordinary shares on the Monday, 28 November JSE to be suspended from trading on the JSE from the commencement of trade on Listing on the JSE of the new Adcorp ordinary Monday, 28 November shares comprising the share consideration from the commencement of trade on Date on which Scheme participants must be Friday, 2 December recorded in Paracon`s securities register so as to receive the Scheme consideration ("Scheme Consideration Record Date"), by close of trade on Last date on which the Scheme participants can Friday, 2 December make an election in respect of the Scheme consideration by 12:00 on Operative date of the Scheme on Monday, 5 December Scheme consideration to be paid/posted to Monday, 5 December certificated Scheme participants (provided their form of election, surrender and transfer, and documents of title are received on or prior to 12:00 on the Scheme Consideration Record Date, being 2 December 2011) on or about Dematerialised Scheme participants expected to Monday, 5 December have their accounts (held at their CSDP or broker) credited with the Scheme consideration on or about Termination of listing of Paracon ordinary Tuesday, 6 December shares on the JSE at the commencement of trade on Johannesburg 16 November 2011 Corporate Adviser and Transaction Sponsor to Adcorp Investec Corporate Finance Legal Adviser to Adcorp Webber Wentzel Competition Law Adviser to Adcorp Nortons Incorporated Sponsor to Adcorp Deloitte & Touche Sponsor Services (Proprietary) Limited Corporate Adviser and Sponsor to Paracon Merchantec Capital Legal Adviser to Paracon Werksmans Date: 16/11/2011 16:21:00 Supplied by www.sharenet.co.za 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.
