Wrap Text
Joint Announcement of a Firm Intention by Adcorp and Withdrawal of Kelly's Cautionary Announcement
ADCORP HOLDINGS LIMITED KELLY GROUP LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
Registration number 1974/001804/06 Registration number 1999/026249/06
Share code ADR Share code KEL
ISIN: ZAE000000139 ISIN: ZAE000093373
(“Adcorp”) (“Kelly”)
JOINT ANNOUNCEMENT OF A FIRM INTENTION BY ADCORP TO MAKE AN OFFER TO ACQUIRE THE ISSUED SHARE CAPITAL
OF KELLY THAT IT DOES NOT ALREADY OWN AND WITHDRAWAL OF KELLY’S CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Adcorp and Kelly shareholders are referred to the announcement released on the Stock Exchange
News Service ("SENS") on Thursday, 3 April 2014 announcing Adcorp's acquisition of
approximately 30% of the issued ordinary shares of Kelly (“Initial Acquisition”).
The respective boards of directors of Adcorp and Kelly are pleased to announce that a wholly-
owned subsidiary of Adcorp has made an offer ("Offer") to acquire the Kelly ordinary shares that
Adcorp does not already own, excluding the Kelly ordinary shares held by subsidiaries of Kelly,
(“Kelly Shares”) (“Proposed Transaction”) by way of a scheme of arrangement (“Scheme”) in
terms of section 114 of the Companies Act 71 of 2008, as amended, (the "Companies Act"), to be
proposed by the board of directors of Kelly ("Kelly Board") between Kelly and the holders of Kelly
Shares (“Kelly Shareholders”). In this regard, Adcorp, the wholly-owned subsidiary of Adcorp and
Kelly have concluded a written implementation agreement dated 24 July 2014 (“Implementation
Agreement”) in relation to the Proposed Transaction.
The purpose of this joint firm intention announcement (“Firm Intention Announcement”) is to
advise Kelly Shareholders and Adcorp shareholders of the terms and conditions of the Offer.
2. SALIENT TERMS OF THE OFFER
The Offer has been made by Paracon Holdings Limited, a wholly-owned subsidiary of Adcorp,
("Offeror"). In terms of the Offer, Kelly Shareholders (excluding Kelly Shareholders with registered
addresses outside the Republic of South Africa ("Foreign Shareholders")) will, if the Scheme
becomes operative, at their election receive:
• 1 Adcorp ordinary share (“Adcorp Share”) for every 13.75 (“Switch Ratio”) Kelly Shares held
by them on the Scheme consideration record date (“Share Consideration”); or
• R2.50 in cash for every Kelly Share held by them on the Scheme consideration record date
(“Cash Consideration”),
(collectively the “Purchase Consideration”).
Kelly Shareholders who have not made an election to receive either the Share Consideration or the
Cash Consideration will be deemed to have elected to receive the Share Consideration. Foreign
Shareholders will be deemed to have elected the Cash Consideration in respect of their Kelly
Shares, irrespective of their actual election.
The Share Consideration represents a premium of:
• 32.4% to the volume weighted average price ("VWAP") of Adcorp and Kelly Shares traded on
the securities exchange operated by the JSE Limited ("JSE") over the 30 days prior to the date
on which Adcorp submitted its expression of interest to the Kelly Board, being Thursday, 6
March 2014 (the "EOI Date"); and
• 26.3% to the VWAP of Adcorp and Kelly Shares traded on the JSE over the 30 days prior to the
date on which the first cautionary announcement was released on SENS, being Thursday, 27
March 2014 (the "Publication Date").
The Cash Consideration represents a premium of:
• 45.0% to the VWAP of Kelly Shares traded on the JSE over the 30 days prior to the EOI Date;
and
• 38.6% to the VWAP of Kelly Shares traded on the JSE over the 30 days prior to the Publication
Date.
The Purchase Consideration is determined on the basis that Kelly will not issue any further shares,
any rights to any shares or any share appreciation rights or declare any dividends or distributions
after the date of this Firm Intention Announcement, without the prior written consent of the Offeror.
If Kelly should implement any such issue without the prior written consent of the Offeror, the
Purchase Consideration will be adjusted pro rata per Kelly Share.
3. RATIONALE FOR THE SCHEME
Adcorp and Kelly believe that the Proposed Transaction will produce opportunities for the benefit of
all Adcorp and Kelly stakeholders, including:
3.1. Kelly Shareholders receiving an attractive premium for their Kelly Shares;
3.2. Kelly Shareholders being entitled to receive Adcorp ordinary shares by electing the Share
Consideration, which will provide such Kelly Shareholders with exposure to the future
performance of the enlarged and more diversified Adcorp group;
3.3. greater penetration into large corporate clients and the ability to better service the existing
client base of Kelly and Adcorp;
3.4. enhanced career prospects for staff in the enlarged Adcorp group and an opportunity to
incentivise and retain top talent; and
3.5. knowledge sharing to achieve best of breed approach.
4. CONDITIONS PRECEDENT TO THE POSTING OF THE SCHEME CIRCULAR TO KELLY SHAREHOLDERS
The posting of the circular to Kelly Shareholders in relation to the Scheme (“Scheme Circular”) is
subject to the fulfilment, or waiver (in whole or in part), of, inter alia, the following conditions
precedent:
4.1. the independent board of Kelly ("Kelly Independent Board") and the Kelly Board
unanimously recommending to Kelly Shareholders that they vote in favour of the Scheme;
4.2. Kelly Shareholders holding not less than 50% of Kelly Shares providing Adcorp with
irrevocable undertakings to vote in favour of the Scheme; and
4.3. all requisite approvals being received from the JSE, the Financial Surveillance Department of
the South African Reserve Bank (acting through an authorised dealer) (“SARB”) and the
Takeover Regulation Panel (“TRP”) for the posting of the Scheme Circular.
The conditions set out in paragraphs 4.1 and 4.2 above are for the benefit of the Offeror and may
be waived by the Offeror in its sole discretion by notice in writing to Kelly. The condition set out in
paragraph 4.3 above is of a regulatory nature and cannot be waived.
5. CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE SCHEME
5.1. The Scheme will be subject to the fulfilment, or waiver (in whole or in part), of the following
conditions precedent by not later than 180 days after the publication of this Firm Intention
Announcement, or such later date as Adcorp, the Offeror and Kelly may agree to in writing:
5.1.1. the approval of the Scheme by the requisite majority of Kelly Shareholders, as
contemplated in section 115(2) of the Companies Act, and:
5.1.1.1. to the extent required, the approval of the implementation of such resolution by
the court; and
5.1.1.2. if applicable, Kelly not treating the aforesaid resolution as a nullity, as
contemplated in section 115(5)(b) of the Companies Act;
5.1.2. Kelly Shareholders holding more than 5% of the Kelly Shares not having exercised
their appraisal rights by giving valid demands in terms of section 164(7) of the
Companies Act, within 30 business days following the Kelly Shareholders’ meeting
convened to approve the Scheme ("Scheme Meeting");
5.1.3. the unconditional approval of the Proposed Transaction (or if such approval is
conditional, such conditions being satisfactory to the Offeror and the Offeror’s relevant
acceptance thereof to be evidenced in writing to Kelly) having been obtained from:
5.1.3.1. the TRP (in terms of a compliance certificate to be issued in terms of section
121 (b)(i) of the Companies Act);
5.1.3.2. the JSE for the delisting of Kelly; and
5.1.3.3. the Competition Commission, Competition Tribunal and/or Competition Appeal
Court, as the case may be, in terms of the Competition Act 89 of 1998, as
amended;
5.1.4. the receipt of consents to the change of control in Kelly required in respect of material
contracts to which any member of the Kelly group is a party;
5.1.5. by the date on which the last of the abovementioned conditions precedent is fulfilled or
waived (as the case may be) none of the following events or circumstances having
occurred or arisen:
5.1.5.1. in relation to Kelly, Inn-Staff Proprietary Limited, Torque Holdings Proprietary
Limited, Torque Technical Computer Training Proprietary Limited, Paxsal
Business Process Outsourcing Proprietary Limited, M Squared Consulting MSP
Proprietary Limited or Adcorp:
5.1.5.1.1. any corporate action, legal proceedings or other procedure or step (including
an application to court, proposal of a resolution or convening of a meeting of
shareholders, members, directors or other officers) is taken by any person
with a view to:
a. a moratorium, compromise, composition, business rescue or similar
arrangement with any of its creditors;
b. its winding-up, dissolution or commencement of business rescue
proceedings, or for the seeking of relief under any applicable bankruptcy,
insolvency, company or similar law, or any such resolution;
c. the enforcement of any security interest over any of its assets; or
5.1.5.1.2. the value of its assets is less than its liabilities (taking into account contingent
and prospective liabilities) or it is unable to pay its debts as they fall due;
5.1.5.2. the Offeror has not given written notice to Kelly of a material adverse change
(“MAC”) (being an event, fact or circumstance which will have an adverse
impact of more than 10% on the equity value of the Kelly group); or
5.1.5.3. the Offeror has given written notice of a MAC to Kelly ("MAC Notice") and a big
four audit firm agreed between Adcorp, the Offeror and Kelly has, within
10 business days of the date of such MAC Notice, advised Adcorp, the Offeror
and Kelly in writing that a MAC has not occurred. If the appointed audit firm
advises Adcorp, the Offeror and Kelly in writing that a MAC has occurred, and
this condition precedent has not been waived, the Scheme will not become
effective; and
5.1.6. the VWAP of an Adcorp Share on the JSE for the five trading days up to and including
the business day on which the Scheme Meeting is held is more than R30.20 per
Adcorp Share.
The conditions set out in paragraphs 5.1.2, 5.1.4, 5.1.5 and 5.1.6 above are for the benefit of the
Offeror and may be waived by the Offeror in its sole discretion by notice in writing to Kelly. Adcorp
shall exercise its right of waiver in respect of the condition in paragraph 5.1.6 by no later than the
date of the Scheme Meeting. The conditions set out in paragraphs 5.1.1 and 5.1.3 are of a
regulatory nature and cannot be waived
6. PRO FORMA EARNINGS AND NET ASSET VALUE EFFECTS PERTAINING TO THE SCHEME
6.1 Adcorp pro forma financial effects
The pro forma financial effects of the Offer on shareholders of Adcorp ("Adcorp Shareholders"),
for which the directors of Adcorp are responsible, are provided for illustrative purposes only to
provide information about how the Offer will affect the financial position of the Adcorp Shareholders
by illustrating the effect thereof on the earnings per share (“EPS”), normalised earnings per share
(“NEPS”) and headline earnings per share (“HEPS”) of Adcorp as if the Offer had become
operative on 1 March 2013, and, for the purpose of net asset value per share (“NAVPS”) and net
tangible asset value per share ("NTAVPS”) of Adcorp, as if the Offer had become operative on 28
February 2014. Because of their nature, the pro forma financial effects may not give a fair
presentation of Adcorp’s financial position and performance after the Offer has been implemented.
The pro forma financial effects have been compiled using accounting policies that comply with
International Financial Reporting Standards (“IFRS”) and that are consistent with those applied in
the audited consolidated financial statements of Adcorp for the 12 months ended 28 February 2014.
After the
Before the Initial After the
Offer Acquisition Offer % Change
(Note 1) (Note 2) (Note 3) (Note 4)
EPS (cents) 176.9 164.1 126.9 -22.6
HEPS (cents) 188.6 185.6 169.9 -8.5
NEPS (cents) 384.3 376.8 359.9 -4.5
NAVPS (cents) 2,097.7 2,123.5 2,169.9 2.2
NTAVPS (cents) 204.7 272.0 310.8 14.3
Weighted average number of 93,299 95,542 100,932 5.6
shares in issue (‘000)
Number of shares in issue at 100,092 102,334 107,725 5.3
year end (‘000)
Notes:
1) The financial information in the "Before the Offer" column has been prepared based on
Adcorp’s audited consolidated financial results for the 12 months ended 28 February 2014.
2) The financial information included in the "After the Initial Acquisition" column has been
prepared based on Adcorp’s audited consolidated financial results for the 12 months ended
28 February 2014 and by adding Kelly’s 12 month rolling financial results from continuing
operations, to 31 March 2014, based on the following assumptions:
2.1) Kelly’s basic earnings and headline earnings have been calculated from 1 April
2013 to 31 March 2014;
2.2) The Initial Acquisition was funded by the issue of 2.2 million new Adcorp Shares,
in terms of a vendor placement, to the value of R73.5 million (assuming the
Adcorp Shares are issued at a R32.75, being a 5% discount to the 30 day VWAP
ended 18 June 2014); and
2.3) The Initial Acquisition has been accounted for as an investment in an associate.
3) The financial information included in the "After the Offer" column has been prepared based
on Adcorp’s audited consolidated financial results for the 12 months ended 28 February 2014
and by adding Kelly’s 12 month rolling financial results from continuing operations, to 31
March 2014, based on the following assumptions:
3.1) Kelly’s basic earnings and headline earnings - have been calculated from 1 April
2013 to 31 March 2014;
3.2) The Purchase Consideration is funded by the issue of 7.6 million new Adcorp
Shares, into the market by means of a vendor placement, to the value of R247.1
million (assuming Adcorp’s Shares are issued at R32.75 in respect of the Initial
Acquisition and at R32.21, a 5% discount to the spot share price of R33.90, being
the Adcorp share price as at 18 July 2014 in respect of the balance of the
Purchase Consideration);
3.3) Once off transaction costs of R9.2 million have been assumed and expensed.
These have been excluded from the calculation of NEPS;
3.4) The Purchase Consideration and consideration paid for the Initial Acquisition to
Kelly Shareholders is R0.7 million more than the net asset value (excluding
goodwill) at 31 March 2014 which has been treated as goodwill;
3.5) There are no other post balance sheet events which require adjustment of the pro
forma financial effects; and
3.6) With the exception of the once off transaction costs, all adjustments are expected
to have a continuing effect.
4) The percentage change in Adcorp’s EPS, HEPS, NEPS, NAVPS and NTAVPS has been
calculated by comparing the pro forma financial effects in the “After the Initial Acquisition”
column to the pro forma financial effects calculated in the “After the Offer” column.
5) The above assumes that all Kelly Shareholders accept the Cash Consideration in terms of
the Initial Acquisition and Offer. If all Kelly Shareholders were to elect the Share
Consideration at the Switch Ratio (in terms of the Offer), the financial effects would be as set
out in the table below, based on the assumptions outlined in paragraph 3 above, with the
exception of the Initial Acquisition being funded by the issue of 2.2 million new Adcorp
Shares, in terms of a vendor placement, to the value of R73.5 million (assuming the Adcorp
Shares are issued at a R32.75, being a 5% discount to the 30 day VWAP ended 18 June
2014).
After the
Before the Initial After the
Offer Acquisition Offer % Change
EPS (cents) 176.9 164.1 127.4 -22.4
HEPS (cents) 188.6 185.6 170.4 -8.2
NEPS (cents) 384.3 376.8 361.1 -4.2
NAVPS (cents) 2,097.7 2,123.5 2,177.3 2.5
NTAVPS (cents) 204.7 272.0 311.8 14.6
Weighted average number of 93,299 95,542 100,592 5.3
shares in issue (‘000)
Number of shares in issue at 100,092 102,334 107,385 4.9
year end (‘000)
6.2 Kelly pro forma financial effects
The pro forma financial effects of the Scheme on Kelly Shareholders, for which the directors of
Kelly are responsible, are provided for illustrative purposes only to provide information about how
the Scheme will affect the financial position of the Kelly Shareholders who elect the Share
Consideration, by illustrating the effect thereof on the EPS, NEPS and HEPS of the Kelly Shares
exchanged for new Adcorp Shares at the Switch Ratio, as if the Scheme had become operative on
1 April 2013, and, for the purpose of NAVPS and NTAVPS, as if the Scheme had become
operative on 31 March 2014. These pro forma financial effects are based on the rolling 12 months
to 31 March 2014. Because of their nature, the pro forma financial effects may not give a fair
presentation of Kelly Shareholders’ financial position and performance following the implementation
of the Scheme.
Less: Add:
Audited 12 Interim 6 Interim 6 Before the After the
months to months to months to Scheme Scheme % Change
Sep 2013 March March (Note 1) (Note 2)
2013 2014
EPS (cents) 38.4 0.4 6.2 44.2 9.3 -79.1
Continuing
-38.9 -4.5 6.2 -28.2 9.3 132.9
operations
Discontinued 77.3 4.9 0.0 72.4 0.0 -100.0
operations
HEPS (cents) 9.0 0.4 5.7 14.3 12.4 -12.8
Continuing
-5.4 -4.5 5.7 4.8 12.4 160.3
operations
Discontinued 14.4 4.9 0.0 9.5 0.0 -100.0
operations
NEPS (cents) 9.0 0.4 5.7 14.3 26.3 84.7
Continuing -5.4 -4.5 5.7 4.8 26.3 451.5
operations
Discontinued
14.4 4.9 0.0 9.5 0.0 -79.1
operations
NAVPS (cents) 252.3 158.3 -37.2
NTAVPS 140.8 22.7 -83.9
(cents)
Weighted
average
number of 98,442 100,592
shares in issue
(‘000)
Number of
shares in issue
98,825 107,385
at year end
(‘000)
Notes:
1) The financial information in the "Before the Scheme" column has been prepared based on
the rolling 12 month results for Kelly to 31 March 2014 as extracted from Kelly’s interim
results for the six months ended 31 March 2014 and 31 March 2013, and audited year end
results for September 2013.
2) The financial information included in the "After the Scheme" column has been derived by
taking the “After the Offer” financial effects for Adcorp as illustrated in note 5 to paragraph
6.1 above and dividing these results by the Switch Ratio to provide the pro forma financial
effects for those Kelly Shareholders who elect the Share Consideration.
3) Kelly does not disclose normalised earnings in their financial statements. However, as
normalised earnings is Adcorp’s primary measure of financial performance, it has been
calculated and included in the Kelly pro forma financial effects based on Kelly’s HEPS figure.
7. SHAREHOLDER UNDERTAKINGS
To date, irrevocable undertakings to vote in favour of the Scheme have been received from certain
Kelly Shareholders holding in aggregate 27,742,921 Kelly Shares, representing in aggregate
39.9% of the voting rights at the Scheme meeting or any adjournment thereof. The following Kelly
Shareholders have provided irrevocable undertakings to vote the stated number of Kelly Shares in
favour of the Scheme:
Shareholder Date of irrevocable Shares subject to Scheme voting
undertaking undertaking rights (%)
Safika Holdings 17 July 2014 23,766,249 34.2
Flagship Asset Management 04 July 2014 3,976,672 5.7
27,742,921 39.9
8. GUARANTEES AND CONFIRMATIONS TO THE TRP
FirstRand Bank Limited, acting through its Rand Merchant Bank Division, has delivered an
irrevocable, unconditional bank guarantee for the maximum possible Cash Consideration to the
TRP in compliance with regulations 111(4) and 111(5) of the regulations published in terms of
sections 120 and 223 of the Companies Act (the "Takeover Regulations").
Adcorp has confirmed to the Kelly Board that it has sufficient authorised and unissued Adcorp
Shares available in order to issue the maximum number of new Adcorp Shares which may be
required to fully satisfy the Share Consideration.
9. TERMINATION OF THE KELLY LISTING
Following implementation of the Scheme, application will be made to the JSE to terminate the
listing of the Kelly Shares on the JSE.
10. BENEFICIAL INTEREST IN KELLY AND ACTING AS PRINCIPAL
Adcorp currently holds approximately 30% of the issued share capital of Kelly. The Offeror and
Adcorp are acting in concert.
The Offeror confirms that it is the ultimate proposed purchaser of all the Kelly Shares and that it is
not acting as agent or broker for any other party.
11. IMPLEMENTATION AGREEMENT
11.1. The Implementation Agreement contains provisions relating to the implementation of the
Scheme and certain undertakings of Kelly, Adcorp and the Offeror, including
undertakings regarding the conduct of the respective businesses of Kelly and Adcorp
during the period between the date of signature of the Implementation Agreement and
the operative date of the Scheme, as well as the manner in which third party approaches
will be dealt with by Kelly during the period between the date of signature of the
Implementation Agreement and the date of the Scheme Meeting ("Interim Period"). In
this regard the Offeror and Kelly have agreed, inter alia, that:
11.1.1. during the Interim Period, Kelly will not (and it will procure that certain other persons
related to it will not) directly or indirectly:
11.1.1.1. solicit, initiate or encourage any expression of interest, enquiry, proposal or
offer regarding, inter alia, any merger, share acquisition or exchange,
business combination, sale or other disposition of all or substantially all of its
assets, recapitalisation, reorganisation, liquidation, material sale or issue of
securities or rights therein or thereto or any type of similar transaction or
series of transactions or which could reasonably be considered to be likely to
preclude or frustrate the Scheme or its implementation (an “Alternative
Proposal”);
11.1.1.2. participate in any discussion or negotiations regarding any Alternative
Proposal, unless the Kelly Board, acting pursuant to its fiduciary duties,
determines in good faith that it constitutes a bona fide written Alternative
Proposal which would, if consummated in accordance with its terms, result in
the aggregate value of the consideration payable in terms of such Alternative
Proposal being at least 10% greater than the aggregate value of the Scheme
Consideration taking into account, inter alia, the nature of the consideration,
the likelihood of such a transaction being completed within a reasonable
period of time and the financing risks relating thereto ("Superior Proposal");
11.1.1.3. agree to, approve or recommend an Alternative Proposal, unless it
constitutes a Superior Proposal; or
11.1.1.4. enter into any agreement related to an Alternative Proposal, unless it
constitutes a Superior Proposal,
save where the Kelly Board concludes that such action is necessary to ensure
compliance with its directors' fiduciary duties and/or obligations in terms of the
Companies Act;
11.1.2. Kelly will, from the date of signature of the Implementation Agreement until the
implementation of the Scheme or the termination of the Implementation Agreement,
promptly notify the Offeror of any Alternative Proposal which is made and which the Kelly
Board considers to be serious and/or the Kelly Independent Board intends to pursue.
Such notice shall include, to the extent that Kelly is permitted to do so, a description of
the material terms and conditions of any such Alternative Proposal and the reasons why
the Kelly Independent Board considers the Alternative Proposal to be a Superior
Proposal. Kelly undertakes to promptly provide the Offeror with the same information and
level of information made available to the person making such Alternative Proposal;
11.1.3. should an Alternative Proposal constitute a Superior Proposal, then, prior to the Kelly
Board approving or recommending and/or entering into an agreement in respect of the
Superior Proposal, Kelly shall provide the Offeror with a copy of the document in which
the Superior Proposal is made and afford the Offeror ten business days to amend the
Offer on financial and/or other terms equivalent to, or more favourable than, those
contained in the Superior Proposal.
12. RECOMMENDATION AND FAIRNESS OPINION
The Kelly Independent Board has appointed Nodus Capital Proprietary Limited as the independent
expert ("Independent Expert"), as required in terms of section 114(2) of the Companies Act and
the Takeover Regulations, to provide it with external advice in relation to the Scheme and to make
appropriate recommendations to the Kelly Independent Board in the form of a fair and reasonable
opinion.
Whilst the contents of the Independent Expert's advice and opinion and the final views of the Kelly
Independent Board will be detailed in the Scheme Circular, the Kelly Independent Board, together
with the Independent Expert, has formed an initial view that the Purchase Consideration is fair and
reasonable to Kelly Shareholders.
The Kelly Independent Board intends, based on the information currently available to it, to make a
recommendation to Kelly Shareholders to vote in favour of the resolutions to be proposed at the
Scheme Meeting, provided that the Kelly Independent Board receives a final opinion from the
Independent Expert to the effect that the Purchase Consideration is fair and reasonable to Kelly
Shareholders.
13. DOCUMENTATION
Details of the Scheme and Proposed Transaction will be included in the Scheme Circular, which
will contain, inter alia, details of the Scheme, a notice of the Scheme Meeting, a form of proxy, and
a form of election, surrender and transfer. The Scheme Circular is expected to be posted to Kelly
Shareholders on or about 21 August 2014.
The salient dates pertaining to the Scheme will be released on SENS and published in the press
prior to the posting of the Scheme Circular.
In terms of the JSE Listings Requirements, the Proposed Transaction is classified as a Category 2
transaction for Adcorp and accordingly does not require Adcorp shareholder approval.
14. WITHDRAWAL OF KELLY CAUTIONARY ANNOUNCEMENT
Following the release of this Firm Intention Announcement, the cautionary announcement originally
published by Kelly on 27 March 2014, and renewed on 3 April 2014, 21 May 2014 and 2 July 2014,
is hereby withdrawn and caution is no longer required to be exercised by Kelly Shareholders when
dealing in Kelly Shares.
15. KELLY RESPONSIBILITY STATEMENT
The Kelly Independent Board accepts responsibility for the information contained in this Firm
Intention Announcement to the extent that it relates to Kelly. To the best of their knowledge and
belief, the information contained in this Firm Intention Announcement is true and nothing has been
omitted which is likely to affect the importance of the information.
16. ADCORP RESPONSIBILITY STATEMENT
The board of directors of Adcorp accepts responsibility for the information contained in this Firm
Intention Announcement to the extent that it relates to Adcorp. To the best of their knowledge and
belief, the information contained in this Firm Intention Announcement is true and nothing has been
omitted which is likely to affect the importance of the information.
Johannesburg
24 July 2014
Joint Corporate Adviser and Transaction Sponsor to Adcorp
Investec Bank Ltd
Joint Corporate Adviser to Adcorp
Rand Merchant Bank (A division of FirstRand Bank Limited)
Sponsor and Due Diligence Adviser to Adcorp
Deloitte & Touche
Legal Adviser to Adcorp
Webber Wentzel
Competition Adviser to Adcorp
Nortons Incorporated
Corporate Adviser and Transaction Sponsor to Kelly
Merchantec Capital
Sponsor to Kelly
PSG Capital
Legal Adviser to Kelly
Van Zijl Incorporated
Independent Expert
Nodus Capital Proprietary Limited
Reporting Accountants to Kelly
Grant Thornton
Date: 24/07/2014 04:15:00 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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