KELLY GROUP LIMITED - Results Of General Meeting

Release Date: 19/09/2014 11:00
Code(s): KEL
Wrap Text
Results Of General Meeting

Incorporated in the Republic of South Africa
Registration number 1999/026249/06
Share code KEL
ISIN: ZAE000093373


Shareholders are referred to the firm intention announcement released on SENS on 24 July 2014 and published
in the press on 25 July 2014 and the circular dated 21 August 2014 in connection with the firm offer by Adcorp
Holdings Limited (“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

Kelly Shareholders are advised that at the shareholders meeting ("General Meeting") held on Friday,
19 September 2014, convened to consider the Scheme in terms of the notice convening the General Meeting
contained in the circular to Kelly Shareholders issued on 21 August 2014, all the resolutions were passed by the
requisite majority of shareholders.

Kelly Shareholders are further advised that the Scheme remains subject to certain conditions precedent,
including the receipt of approval by the Competition Authorities. Once all the conditions precedent to the
Scheme have been fulfilled or waived (in whole or in part), a further announcement regarding the relevant dates
for the implementation of the Scheme will be made.

19 September 2014

Corporate Advisor and Transaction Sponsor to Kelly
Merchantec Capital

Legal Advisor to Kelly
Van Zijl Incorporated

Sponsor to Kelly
PSG Capital

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