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Posting of circular and notice convening a general meeting of Adcorp shareholders
Adcorp Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1974/001804/06)
Share Code: ADR ISIN: ZAE000000139
("Adcorp” or “the Company”)
POSTING OF CIRCULAR AND NOTICE CONVENING A GENERAL MEETING OF ADCORP SHAREHOLDERS
INTRODUCTION
Adcorp shareholders (“Shareholders”) are referred to the announcement released on the Stock Exchange
News Service (“SENS”) on Thursday, 3 April 2014, announcing that Adcorp had acquired a 29.8% (twenty
nine point eight percent) equity stake in Kelly Group Limited (“Kelly”) and had submitted an expression of
interest to the Kelly board of directors to acquire the remaining 70.2% (seventy point two percent) of the
issued Kelly ordinary shares (“Kelly Shares”) that it does not already own, excluding the Kelly Shares held
by subsidiaries of Kelly, for a purchase consideration of R2.50 (two Rand and fifty cents) per Kelly Share to
be settled in Adcorp ordinary shares (“Adcorp Shares”) with a cash underpin.
Adcorp intends funding the acquisition of the Kelly Shares by issuing new Adcorp Shares and, accordingly,
Adcorp is required to convene a general meeting of its Shareholders (“General Meeting”) in order to obtain
Shareholder approval to place 8 750 000 (eight million seven hundred and fifty thousand) authorised but
unissued Adcorp Shares under the control of Adcorp’s board of directors (“Directors”).
Shareholders are hereby advised that a circular, including a notice of General Meeting and a form of proxy
relating to the placing of 8 750 000 authorised but unissued Adcorp Shares under the control of the Directors
(“Circular”), will be posted to Shareholders today.
NOTICE OF GENERAL MEETING
The General Meeting to consider and, if deemed fit, pass with or without modification the resolutions set out
in the Circular, will be held at the registered offices of Adcorp, Nicolway Bryanston, corner William Nicol and
Wedgewood Link, Bryanston, 2021, Johannesburg at 10:00 on Wednesday, 18 June 2014.
IMPORTANT DATES AND TIMES
Record date to be entitled to receive the Circular Friday, 9 May 2014
Circular posted to Shareholders on Monday, 19 May 2014
Last day to trade in Adcorp Shares in order to be
recorded in Adcorp’s securities register to vote at the
General Meeting on Friday, 30 May 2014
Record date to be entitled to attend, participate in
and vote at the General Meeting by close of trading
on Friday, 6 June 2014
Proxy forms for the General Meeting to be received
by 10:00 on Friday, 13 June 2014
General Meeting held at Adcorp’s Head Office,
Nicolway Bryanston, corner William Nicol and
Wedgewood Link, Bryanston, Johannesburg at 10:00
on Wednesday, 18 June 2014
Results of the General Meeting released on SENS
on Wednesday, 18 June 2014
Notes:
a) All dates and times may be changed by Adcorp. Any change will be published on SENS.
b) Shareholders should note that as transactions in Adcorp Shares are settled in the electronic settlement
system used by Strate Limited, settlement of trades takes place 5 business days after such trade.
Therefore, Shareholders who acquire shares after Friday, 30 May 2014 will not be eligible to vote at the
General Meeting.
c) All times given in this Circular 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.
e) The chairman of the General Meeting will be entitled, in his discretion, to accept forms of proxy
delivered after the aforementioned cut-off time but before commencement of the General Meeting.
Bryanston
19 May 2014
Joint Corporate Advisor and Transaction Sponsor
Investec Bank Limited
Joint Corporate Advisor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal Advisor
Webber Wentzel
Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited
Date: 19/05/2014 10:57:00 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.
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