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Posting Of Circular And Notice Convening The Scheme Meeting
KELLY GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number 1999/026249/06
Share code KEL
ISIN: ZAE000093373
(“Kelly” or “the Company”)
POSTING OF CIRCULAR AND NOTICE CONVENING THE SCHEME MEETING
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on 3 April 2014 regarding the acquisition by
Adcorp Holdings Limited (“Adcorp”) of approximately 30% of the issued ordinary shares of Kelly and the firm
intention announcement released on SENS on 24 July 2014 and published in the press on 25 July 2014 in
connection with the firm offer by Adcorp in terms of which Adcorp, through its wholly-owned subsidiary, Paracon
Holdings Limited, offered to acquire all of the Kelly ordinary shares that Adcorp does not already own, excluding
the Kelly ordinary shares held by subsidiaries of Kelly (“Kelly Shares”) by way of a scheme of arrangement
(“Scheme”) in terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended
(“Companies Act”), to be proposed by the board of directors of Kelly between Kelly and the holders of Kelly
Shares (“Kelly Shareholders”).
Kelly Shareholders are hereby advised that the circular (“Circular”) providing them with the relevant information
regarding the Scheme and incorporating, inter alia, a notice convening a meeting of the Kelly Shareholders
("Scheme Meeting") was posted to Kelly Shareholders on 21 August 2014. The Circular will also be available on
the Kelly website (www.kellygroup.co.za).
2. NOTICE CONVENING THE SCHEME MEETING
Notice is hereby given that the Scheme Meeting will be held at 10:00 on Friday, 19 September 2014 at 6 Protea
Place, corner Fredman Drive and Protea Place, Sandton, 2196, for the purpose of considering, and, if deemed
fit, passing, with or without modification, the resolutions set out in the notice convening the Scheme Meeting.
3. IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme (“Timetable”) are set out below. Words and expressions
in the Timetable and the notes thereto shall have the same meanings as assigned to them in the Circular.
2014
Record date to determine which Kelly Shareholders are entitled to receive
the Circular Friday, 15 August
Circular posted to Kelly Shareholders and notice convening the Scheme
Meeting released on SENS on Thursday, 21 August
Notice convening the Scheme Meeting published in the South African press
on Friday, 22 August
Last day to trade Kelly Shares in order to be recorded in the Register to vote
at the Scheme Meeting (see note 2 below) on Friday, 5 September
Record date to be eligible to vote at the Scheme Meeting, being the Scheme
Voting Record Date, by close of trade on Friday, 12 September
Last day to lodge forms of proxy in respect of the Scheme Meeting with the
Transfer Secretaries by 10:00 on (alternatively, the form of proxy may be
handed to the Chairperson of the Scheme Meeting by no later than 10:00 on
Friday, 19 September 2014) Wednesday, 17 September
Last date and time for Kelly Shareholders to give notice of their objections to
the special resolution approving the Scheme by no later than 10:00 on Friday, 19 September
Scheme Meeting to be held at 10:00 on Friday, 19 September
Results of the Scheme Meeting released on SENS on Friday, 19 September
Results of the Scheme Meeting published in the South African press on Monday, 22 September
If the Scheme is approved by Kelly Shareholders at the Scheme Meeting
with sufficient voting rights such that no Shareholder may require the
Company to obtain Court approval for the Scheme as contemplated in
section 115(3)(a) of the Companies Act:
Last date on which Kelly Shareholders can make application to the Court in
terms of section 115(3)(b) of the Companies Act on Monday, 6 October
Last date for Kelly to give notice of adoption of the special resolution
approving the Scheme to Kelly Shareholders objecting to the special
resolution on Monday, 6 October
If no Shareholders exercise their rights in terms of section 115(3)(b) of the
Companies Act:
Finalisation Date expected to be on Wednesday, 5 November
Finalisation Date announcement expected to be released on SENS on Wednesday, 5 November
Finalisation Date announcement expected to be published in the South
African press on Thursday, 6 November
Expected Scheme LDT, being the last day to trade Kelly Shares on the JSE
in order to be recorded in the Register to receive the Scheme Consideration,
on Friday, 14 November
Suspension of listing of Kelly Shares on the JSE expected to take place at
the commencement of trade on Monday, 17 November
Expected Scheme Consideration Record Date, being the date on which
Scheme Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on Friday, 21 November
Last date on which the Scheme Participants can make an election in respect
of the Scheme Consideration by 12:00 on Friday, 21 November
Expected Operative Date of the Scheme on Monday, 24 November
Scheme Consideration expected to be paid/posted to Scheme Participants
who are Certificated Shareholders (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) on or about Monday, 24 November
Scheme Participants who are Dematerialised Shareholders expected to have
their accounts (held at their CSDP or broker) credited with the Scheme
Consideration on or about Monday, 24 November
Termination of listing of Kelly Shares on the JSE expected to take place at
the commencement of trade on or about Tuesday, 25 November
Notes:
1. All dates and times may be changed by mutual agreement between Kelly and Adcorp (subject to the approval of the JSE
and/or the Takeover Regulation Panel, if required). The dates have been determined based on certain assumptions
regarding the date by which certain regulatory approvals will have been obtained and that no Court approval or review of
the special resolution required to approve the implementation of the Scheme will be required. Any change in the dates
and times will be released on SENS and published in the South African press.
2. Kelly Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by
Strate, settlement of trades takes place five Business Days after such trade. Therefore, Kelly Shareholders who acquire
Kelly Shares after close of trade on Friday, 5 September 2014 will not be eligible to vote at the Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Kelly Shares may not be dematerialised or rematerialised after the Scheme LDT, which is expected to be Friday,
14 November 2014.
5. If the Scheme is approved by an insufficient number of Scheme Members at the Scheme Meeting so that a Scheme
Member may require Kelly to obtain Court approval of the Scheme, as contemplated in section 115(3)(a) of the
Companies Act, and a Scheme Member in fact delivers such a request, the dates and times set out above will not be
relevant. If this is the case, Kelly Shareholders will be notified separately of the applicable dates and times under this
process.
6. If any Scheme Member who votes against the Scheme exercises its rights in accordance with section 115(3)(b) of the
Companies Act and applies to Court for a review of the transaction, the dates and times set out above will not be
relevant. If this is the case, Kelly Shareholders will be notified separately of the applicable dates and times under this
process.
7. If the Scheme Meeting is adjourned or postponed, forms of proxy submitted for the initial Scheme Meeting will remain
valid in respect of any adjournment or postponement of the Scheme Meeting.
Sandton
21 August 2014
Corporate Advisor and Transaction Sponsor to Kelly
Merchantec Capital
Legal Advisor to Kelly
Van Zijl Incorporated
Sponsor to Kelly
PSG Capital
Date: 21/08/2014 04:20:00 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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