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Results of general meeting – odd-lot offer
ADCORP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1974/001804/06
Share code: ADR
ISIN: ZAE000000139
("Adcorp" or "the Company")
RESULTS OF GENERAL MEETING – ODD-LOT OFFER
1. Introduction
1.1 Shareholders are referred to the announcement released on SENS on Monday, 29 January 2024
wherein shareholders were advised that the Company has decided to proceed with the
implementation of an odd-lot offer to all ordinary shareholders that hold less than 100 (one
hundred) ordinary shares ("Odd-lot Holders") of no par value ("Odd-lot Holdings") in the
Company. 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 of an Adcorp Share at the close of business on Monday, 4 March 2024 ("Odd-lot
Offer").
1.2 Shareholders were further advised that a circular detailing the proposed Odd-lot Offer ("Circular")
was distributed to Shareholders on Monday, 29 January 2024, which Circular incorporated 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.
1.3 Unless otherwise defined herein, capitalised words and terms contained in this announcement
shall bear the meanings ascribed thereto in the Circular.
2. Results of General Meeting
2.1 Shareholders are hereby advised that the General Meeting of the Company was held entirely by
way of electronic participation at 10:00 today, 27 February 2024.
2.2 Shareholders are further advised that at the General Meeting, all of the resolutions were passed
by the requisite majorities of the Company's shareholders.
2.3 Details of the results of the voting at the General Meeting are as follows:
Ordinary shares ³
Resolutions Ordinary Ordinary Votes for Votes Ordinary
proposed at the shares shares resolution against shares
General Meeting voted at the voted (%) ¹ (%) ² resolution abstained
General (%) ² (%) ¹
Meeting
(number)
Special Resolution
Number 1: 83 634 947 81.30% 100.00% 0.00% 0.00%
Specific authority to
repurchase Shares
from Odd-lot Holders
Ordinary
Resolution 83 634 947 81.30% 100.00% 0.00% 0.00%
Number 2:
Authority to make
and implement the
Odd-lot Offer,
specifically the
repurchase of Odd-
lot Holdings from the
Odd-lot Holders who
do not make an
election
Ordinary
Resolution 83 634 947 81.30% 100.00% 0.00% 0.00%
Number 3:
Authority of Directors
and/or the Company
Secretary
Notes:
1. As a percentage of the total number of ordinary shares in issue as at the date of the General
Meeting (excluding treasury shares and B ordinary shares).
2. As a percentage of the total number of ordinary shares voted at the General Meeting (excluding
treasury shares and B ordinary shares).
3. The total number of ordinary shares in issue as at the date of the General Meeting was 109 954 675
Shares of which 7 081 566 were treasury shares. Accordingly, the total votable ordinary
shares were 102 873 109 ordinary shares.
Ordinary shares and B ordinary shares ³
Resolutions Shares Shares Votes for Votes Shares
proposed at the voted at the voted (%) ¹ resolution against abstained
General Meeting General (%) ² resolution (%) ¹
Meeting (%) ²
(number)
Special Resolution
Number 1: 90 364 087 82.45% 100.00% 0.00% 0.00%
Specific authority to
repurchase Shares
from Odd-lot Holders
Ordinary
Resolution 90 364 087 82.45% 100.00% 0.00% 0.00%
Number 2:
Authority to make
and implement the
Odd-lot Offer,
specifically the
repurchase of Odd-
lot Holdings from the
Odd-lot Holders who
do not make an
election
Ordinary
Resolution 90 364 087 82.45% 100.00% 0.00% 0.00%
Number 3:
Authority of Directors
and/or the Company
Secretary
Notes:
1. As a percentage of the total number of ordinary shares and B ordinary shares in issue as at the
date of the General Meeting (excluding treasury shares).
2. As a percentage of the total number of ordinary shares and B ordinary shares voted at the
General Meeting (excluding treasury shares).
3. The total number of ordinary shares and B ordinary shares in issue as at the date of the General
Meeting was 116 683 815 shares of which 7 081 566 were treasury shares. Accordingly, the
total votable shares were 109 602 249 shares of which 102 873 109 were ordinary shares and
6 729 140 were B ordinary shares.
3. Salient Dates and Times
Adcorp Shareholders are reminded of the following salient dates and times in relation to the Odd-lot
Offer:
2024
Odd-lot Offer opens at 09:00 Wednesday, 28 February
Finalisation announcement (including the Odd-lot Offer Price) in Tuesday, 5 March
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 Transfer Friday, 22 March
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 the Odd-lot Consideration to Certificated Odd-lot Holders Monday, 25 March
who have accepted the Odd-lot Offer or who have made no election
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer Monday, 25 March
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 press on or Tuesday, 26 March
about
Delisting and cancellation of Adcorp Shares repurchased in terms of Thursday, 28 March
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. Odd-lot Offer:
3.1. 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.
3.2. 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).
3.3. 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.
3.4. 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
27 February 2024
Corporate Advisor and Sponsor
Valeo Capital (Pty) Limited
Date: 27-02-2024 03:15:00
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