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Proposed odd-lot offer, distribution of circular and notice of 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")
PROPOSED ODD-LOT OFFER, DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. Introduction and rationale for the Odd-lot Offer
1.1 Adcorp has decided to proceed with the implementation of an odd-lot offer in order to (i) provide
ordinary shareholders that hold less than 100 (one hundred) ordinary shares ("Odd-lot Holders")
of no par value in the Company ("Odd-lot Holdings") with an opportunity to realise the value of
their investment without incurring dealing charges, which might otherwise make it impractical to
sell their holding, and to provide liquidity for those Odd-lot Holders who elect not to retain their
Odd-lot Holdings or who make no election and; (ii) to reduce the costs and complexity of managing
a large shareholder base.
1.2 In this regard, as at Friday, 19 January 2024, there were a total of 6 975 Odd-lot Holders on the
share register of the Company, comprising 79.24% of the total number of ordinary shareholders
("Adcorp Shareholders" or "Shareholders") in the Company. Conversely, the total number of
Adcorp ordinary shares ("Adcorp Shares") held by the Odd-lot Holders comprise 74 465 Adcorp
Shares representing only 0.07% of the total issued shares of Adcorp. Therefore, more than half of
the administrative time and costs associated with the Adcorp Shareholder base are incurred with
respect to Adcorp Shareholders that hold 0.07% of the total Adcorp Shares in issue.
1.3 In terms of the odd-lot offer, Adcorp will, subject to shareholder approval, repurchase the Odd-lot
Holdings from the Odd-lot Holders at a 5% premium to the 30-day volume weighted average price
("VWAP") of an Adcorp Share at the close of business on Monday, 4 March 2024 ("Odd-lot Offer
Price") ("Odd-lot Offer").
1.4 Shareholders are hereby advised that a circular ("Circular"), detailing the proposed Odd-lot Offer,
has been distributed to Shareholders today Monday, 29 January 2024.
1.5 Unless otherwise defined herein, capitalised words and terms contained in this announcement
shall bear the meanings ascribed thereto in the Circular.
2. Details of the Odd-lot Offer
2.1 Odd-lot Offer Price
2.1.1 The Odd-lot Offer Price will be at a premium of 5% to the 30-day VWAP of an Adcorp Share at
the close of business on Monday, 4 March 2024.
2.1.2 The Odd-lot Consideration will be distributed as a return of capital and will result in a reduction
of "contributed tax capital" as defined in section 1 of the Income Tax Act. The Odd-lot
Consideration will therefore not be regarded as a dividend for South African income tax
purposes.
2.1.3 Adcorp Shareholders are advised to consult their own tax and/or other professional advisors
regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.
2.2 Condition precedent to the Odd-lot Offer
The implementation of the Odd-lot Offer is subject to the fulfilment of the condition precedent that
the Resolutions relating to the Odd-lot Offer contained in the Notice of General Meeting attached
to and forming part of the Circular are duly passed.
2.3 Terms of the Odd-lot Offer
2.3.1 Odd-lot Holders, on the Record Date for the Odd-lot Offer, will be eligible to participate in the
Odd-lot Offer.
2.3.2 The Odd-lot Offer is not being made, directly or indirectly, in or into, or by use of the mails of,
or by any means or instrumentality (including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facility of the national securities exchanges of a
Restricted Jurisdiction and the Odd-lot Offer cannot be accepted by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, neither copies of
the Circular nor any related documentation are being or may be mailed or otherwise distributed
or sent in or into or from a Restricted Jurisdiction, and if received in any Restricted Jurisdiction,
the Circular should be treated as being received for information purposes only.
2.3.3 The information contained in the Circular does not constitute a distribution, an offer to sell or
the solicitation of an offer to buy any Adcorp Shares in any jurisdiction in which such distribution
or offer is not authorised. In particular, the information in the Circular is not for distribution and
does not constitute an offer to sell or the solicitation of any offer to buy any Adcorp securities in
the United States of America or to or for the benefit of any person as such term is defined under
the United States Securities Act of 1933, as amended.
2.3.4 The Odd-lot Consideration to be paid for each Share pursuant to the Odd-lot Offer will be the
Odd-lot Offer Price.
2.3.5 The Shares repurchased in terms of the Odd-lot Offer will be cancelled, delisted and reinstated
as authorised but unissued Shares.
2.4 Mechanism of the Odd-lot Offer
2.4.1 Following the General meeting, and provided the Shareholders approve the Resolutions
required to implement the Odd-lot Offer, Adcorp will proceed with implementing the Odd-lot
Offer.
2.4.2 In terms of the Odd-lot Offer, Odd-lot Holders will be able to:
2.4.2.1 have their Odd-lot Holdings repurchased by Adcorp at the Odd-lot Offer Price if they decide
to sell their Odd-lot Holdings; or
2.4.2.2 retain their Odd-lot Holdings if they decide to retain their Odd-lot Holdings.
2.4.3 Odd-lot Holders who wish to retain their Adcorp Shares must specifically elect to do so. Odd-
lot Holders who do not make an election or who do not return their form of election and
surrender (grey) timeously to the Transfer Secretaries will automatically be deemed to have
accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot
Holding to Adcorp at the Odd-lot Offer Price and to receive the Odd-lot Consideration.
2.5 Transaction costs for Odd-lot Holders
2.5.1 Shareholders eligible to participate in the Odd-lot Offer will not bear any transaction costs in
respect of the Odd-lot Offer.
2.5.2 Securities transfer tax, if any, will be paid by Adcorp at a rate of 0.25% calculated on the taxable
amount as determined in section 5(1)(a) of the Securities Transfer Tax Act No. 25 of 2007.
2.5.3 The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot Holder arising
from the disposal of the Odd-lot Holdings by the Odd-lot Holders who make an election to sell
their Odd-lot Holdings to Adcorp or who do not make an election or who do not return their Form
of Election and Surrender (grey) timeously to the Transfer Secretaries. Adcorp Shareholders
are advised to consult their own tax and/or other professional advisors regarding the taxation
implications arising out of the acceptance of the Odd-lot Offer.
2.6 Additional provisions in respect of the Odd-lot Offer
2.6.1 Adcorp will be entitled to refuse to implement the repurchase of Shares pursuant to the Odd-lot
Offer in respect of any Odd-lot Holder whom Adcorp reasonably believes has only become an
Odd-lot Holder to take advantage of the Odd-lot Offer, and such Odd-lot Holder will have no
claim against Adcorp arising out of or in connection with such refusal.
2.6.2 The Directors, at their discretion, reserve the right to withdraw the Odd-lot Offer in respect of
any Shareholder at any time prior to the publication of a finalisation announcement on SENS in
respect of the Odd-lot Offer on Tuesday, 5 March 2024.
2.6.3 Adcorp will not convene the General Meeting to obtain the required shareholders' approval to
undertake the Odd-lot Offer during a prohibited period as defined in the JSE Listings
Requirements. Subject to Shareholders approving the Resolutions, the implementation of the
Odd-lot Offer will take place in a prohibited period (given that Adcorp will be in a closed period
from 1 March 2024 until the publication of its annual results for the year ended 28 February
2024) as permitted by the JSE Listings Requirements.
2.6.4 The MOI allows for the Odd-lot Offer to be undertaken by the Company in terms of the JSE
Listings Requirements.
3. Distribution of Circular and Notice of General Meeting
3.1 The Circular distributed today also incorporates a notice convening a general meeting of
shareholders ("General Meeting") for the purpose of considering and, if deemed fit, passing, with
or without modification, the resolutions contained therein.
3.2 Shareholders can also obtain copies of the Circular as follows:
3.2.1 by accessing an electronic copy of the Circular on the Company's website, available at
https://www.adcorpgroup.com/adcorp-odd-lot-offer-circular-january-2024/; and
3.2.2 by contacting the Company Secretary, at companysecretary@adcorpgroup.com to request an
electronic copy of the Circular or to make reasonable alternative arrangements to obtain a copy.
3.3 Accordingly, notice is hereby given that the General Meeting will be held electronically at 10:00 on
Tuesday, 27 February 2024, for the purposes of considering and, if deemed fit, passing, with or
without modification, the Resolutions contained in the Notice of General Meeting, to approve and
implement the Odd-lot Offer.
4. Salient dates and times
The salient dates and times relating to the General Meeting and the Odd-lot Offer are set out below:
2024
Record date to receive the Circular and Notice of the General Friday, 19 January
Meeting forming part thereof
Publication of distribution of Circular and Notice of General Monday, 29 January
Meeting and Odd-lot announcement on SENS on
Circular, incorporating Notice of General Meeting, Form of Monday, 29 January
Proxy (blue) and Form of Election and Surrender (grey)
posted to Shareholders on
Last day to trade Shares in order to be recorded in the Tuesday, 13 February
Register on the Record Date to Vote on
Record Date to Vote (being the record date for a Shareholder Friday, 16 February
to be registered in the Register in order to be eligible to attend,
participate and vote at the General Meeting), by close of trade
on
For administrative reasons, Forms of Proxy (grey) in respect Friday, 23 February
of the General Meeting to be lodged at the Transfer
Secretaries by 10:00 on
Forms of Proxy (grey) not lodged with the Transfer Secretaries Tuesday, 27 February
to be emailed to the Transfer Secretaries at
adcorp@4axregistry.co.za (who will provide same to the
chairman of the General Meeting) at any time before the
appointed proxy exercises any Shareholder rights at the
General Meeting on
General Meeting held at 10:00 on Tuesday, 27 February
Results of the General Meeting announced on SENS on Tuesday, 27 February
If the Resolution relating to the Odd-lot Offer is passed, Odd- Wednesday, 28 February
lot Offer opens at 09:00
Finalisation announcement (including the Odd-lot Offer Price) Tuesday, 5 March
in respect of Odd-lot Offer by 11:00
Last day to trade to participate in the Odd-lot Offer Monday, 18 March
Shares commence trading ex Odd-lot Offer Tuesday, 19 March
Forms of Election and Surrender (grey) to be received by the Friday, 22 March
Transfer Secretaries by 12:00
Odd-lot Offer closes at 12:00 Friday, 22 March
Record Date for the Odd-lot Offer Friday, 22 March
Payment of Odd-lot Offer Consideration to Certificated Odd-lot Monday, 25 March
Holders who have accepted the Odd-lot Offer or who have
made no election
Dematerialised Odd-lot Holders who have accepted the Odd- Monday, 25 March
lot Offer or who have made no election will have their
accounts at their CSDP or Broker credited with the Odd-lot
Consideration
Results of Odd-lot Offer released on SENS Monday, 25 March
Results of the Odd-lot Offer published in the South African Tuesday, 26 March
press on or about
Delisting and cancellation of Adcorp Shares repurchased in Thursday, 28 March
terms of the Odd-lot Offer on or about
Notes:
1. All times referred to in this Announcement are local times in South Africa and are subject to change.
2. Any variation of the above dates and times will be approved by the JSE and released on SENS.
3. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system
used by Strate, settlement of trades takes place three Business Days after such trade. Therefore,
persons who acquire Shares after the last day to trade in order to be recorded in the Register on the
Record Date to Vote, being Tuesday, 13 February 2024, will not be able to vote at the General Meeting.
4. Dematerialised Shareholders, other than those with Own-name Registration, must provide their CSDP
or Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated
by their CSDP or Broker in terms of their respective Custody Agreements between them and their CSDP
or Broker.
5. Forms of Proxy (blue) are to be lodged with Transfer Secretaries, for administrative purposes only, by
no later than 10:00 on, Friday, 23 February 2024. Alternatively, Forms of Proxy (blue) may be emailed
to the Transfer Secretaries at adcorp@4axregistry.co.za (who will provide same to the chairman of the
General Meeting) at any time before the appointed proxy exercises any Shareholder rights at the
General Meeting.
6. If the General Meeting is adjourned or postponed, Forms of Proxy (blue) submitted for the initial General
Meeting will remain valid in respect of any such adjournment or postponement.
7. Odd-lot Offer:
7.1 Dematerialised Odd-lot Holders are requested to notify their duly appointed Broker or CSDP of
their election by the cut off time stipulated by their Broker or CSDP. This will be before the Closing
Date of the Odd-lot Offer.
7.2 In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for the Odd-
lot Consideration, payment will be made on Monday, 25 March 2024 by EFT into the bank
accounts of the Odd-lot Holders, which are provided by the Odd-lot Holders on the Form of
Election and Surrender (grey).
7.3 Those Odd-lot Holders who do not make an election or do not return their Form of Election and
Surrender (grey) timeously to the Transfer Secretaries will automatically be deemed to have
accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot
Holdings to Adcorp at the Odd-lot Offer Price and to receive the Odd-lot Consideration.
7.4 Shareholders may not dematerialise or rematerialise their Shares between the last day to trade to
participate in the Odd-lot Offer and the Record Date for the Odd-lot Offer both days inclusive.
Johannesburg
29 January 2024
Corporate Advisor and Sponsor
Valeo Capital (Pty) Limited
Date: 29-01-2024 04:38:00
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