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Thu 18 Feb 2010, 11:16 ADR - Adcorp Holdings - Results of general meeting and general issue of
ADR
ADR                                                                             
ADR - Adcorp Holdings - Results of general meeting and general issue of         
ordinary shares for cash                                                        
ADCORP HOLDINGS LIMITED                                                         
(Incorporated in the Republic of South Africa)                                  
(Registration number 1974/001804/06)                                            
("Adcorp")                                                                      
Share code: ADR    ISIN: ZAE000000139                                           
RESULTS OF GENERAL MEETING AND GENERAL ISSUE OF ORDINARY SHARES FOR CASH        
1.  The  general  meeting  of Adcorp shareholders was  held  on  Thursday,  18  
 February  2010.  The ordinary resolutions relating to the general  authority   
 to  issue  shares for cash, as set out in the notice of general  meeting  to   
shareholders dated 27 January 2010, were approved by the requisite  majority   
 of shareholders.                                                               
2.      Shareholders  are  advised that, in terms of a  general  authority  to  
 issue  shares  for  cash granted to the directors Adcorp has  raised  R112.5   
million  in terms of that general authority.  Adcorp will accordingly  issue   
 5  000  000 ordinary shares at 2 250 cents per share at an average  discount   
 of  8%  to the weighted average traded price of the securities over  the  30   
 business  days  prior  to 15 January 2010, the date  the  issue  was  agreed   
between  Adcorp and the parties who are subscribing for the shares, and  who   
 are   public   shareholders  as  defined  in  terms  of  the  JSE   Listings   
 Requirements  ("the cash issue"). This represents 9% of  the  entire  issued   
 shares of Adcorp.                                                              
3.   Financial effects of the cash issue                                        
 Set  out in the table below are the pro forma financial effects of the  cash   
 issue  based on Adcorp`s published interim results for the six months  ended   
 31  August  2009.  The pro forma financial effects have  been  prepared  for   
illustrative purposes only to provide information of how the cash issue  may   
 have impacted on the results and financial position of Adcorp. The unaudited   
 pro  forma  financial effects are the responsibility of Adcorp`s  directors.   
 Due  to  their nature, the pro forma financial effects may not give  a  fair   
reflection of Adcorp`s financial position or results after the cash issue      
 .                                                                              
                       Before the     After the cash        Percentage          
                       cash issue     issue                 change (%)          
(1)                                                      
  Earnings per share        91.4              90.9                -0.6          
  (cents) (2)                                                                   
  Diluted earnings          90.5              90.0                -0.5          
per share (cents)                                                             
  Headline earnings         91.2              90.6                -0.6          
  per share (cents)                                                             
  (2)                                                                           
Diluted Headline          90.2              89.8                -0.5          
  earnings per share                                                            
  (cents)                                                                       
  Net asset value per       1416              1487                 5.0          
share (cents) (3)                                                             
  Net tangible asset         35                224                >100          
  value per share                                                               
  (cents) (3)                                                                   
Weighted average         53 787            58 787                9.3          
  number of shares in                                                           
  issue 000`s (3)                                                               
  Shares in issue          53 727            58 727                9.3          
000`s                                                                         
Notes:                                                                          
1    Extracted from the published interim results of Adcorp for the six months  
    ended 31 August 2009.                                                       
2    Earnings  and  headline  earnings per share are based  on  the  following  
    assumptions:                                                                
    *    the issues were effected on 1 March 2009; and                          
        *     the  proceeds were used to settle debt at an after tax interest   
rate of 7.56% per annum.                                               
3     Net asset value and net tangible asset value per share are based on  the  
assumptions that the issue was carried out on 31 August 2009.                   
4       The tax rate used is 28%.                                               
5       Share issue expenses of an immaterial amount have been debited in       
   the income statement.                                                        
Bryanston                                                                       
18 February 2010                                                                
Sponsor                                                                         
Deloitte & Touche Sponsor Services (Pty) Limited                                
(Registration number 1996/000034/07)                                            
Date: 18/02/2010 11:16:01 Produced by the JSE SENS Department.                  
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