| Tue 6 Sep 2011, 10:00 | | ADR/PCN - Adcorp/Paracon - Joint announcement of a firm intention by Adcorp |
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ADR PCN
ADR PCN
ADR/PCN - Adcorp/Paracon - Joint announcement of a firm intention by Adcorp
to make an offer to acquire the entire issued share capital of Paracon and
withdrawal of respective cautionary announcements
ADCORP HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 1974/001804/06
Share code ADR
ISIN: ZAE000000139
("Adcorp")
PARACON HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 1997/008181/06
Share code PCN
ISIN: ZAE000029674
("Paracon")
JOINT ANNOUNCEMENT OF A FIRM INTENTION BY ADCORP TO MAKE AN OFFER TO ACQUIRE
THE ENTIRE ISSUED SHARE CAPITAL OF PARACON ("FIRM INTENTION ANNOUNCEMENT")
AND WITHDRAWAL OF RESPECTIVE CAUTIONARY ANNOUNCEMENTS
1. INTRODUCTION
The respective boards of directors of Adcorp and Paracon are pleased to
announce that Adcorp has made an offer ("Offer") to acquire the entire
issued share capital of Paracon ("Proposed Transaction"), excluding the
Paracon shares held by subsidiaries of Paracon, ("Paracon Shares") by
way of a scheme of arrangement ("Scheme") in terms of section 114 of the
Companies Act 71 of 2008, as amended, (the "Companies Act"), to be
proposed by the board of directors of Paracon ("Paracon Board") between
Paracon and the holders of Paracon Shares ("Paracon Shareholders").
In terms of the Offer, Paracon Shareholders will, if the Scheme becomes
operative, receive at their election -
* 1 (one) Adcorp ordinary share ("Adcorp Share") for every 13.812
(thirteen point eight one two) ("Switch Ratio") Paracon Shares held
by them on the Scheme consideration record date ("Share
Consideration"); or alternatively
* R1.97 (one Rand and ninety seven cents) in cash for every Paracon
Share held on the Scheme consideration record date ("Cash
Consideration"); or
* a combination thereof,
provided that the total amount available for the Cash Consideration will
be limited to R265,000,000 (two hundred and sixty five million Rand)
(collectively the "Purchase Consideration").
Paracon Shareholders who elect to receive the Cash Consideration will be
allocated such cash alternative pro rata to the number of Paracon Shares
in respect of which they elect the Cash Consideration, calculated based
on the total number of Paracon Shares in respect of which Paracon
Shareholders elected the Cash Consideration. Paracon Shareholders who
are not South African residents and are unable to accept the Share
Consideration, unless Adcorp complies with filing and/or other
regulatory obligations in the jurisdictions in which such Paracon
Shareholders are resident, will be obliged to accept the Cash
Consideration in respect of all of their Paracon Shares. To the extent
that the R265,000,000 (two hundred and sixty five million Rand) is
insufficient to fund the Cash Consideration due to all Paracon
Shareholders who elect the Cash Consideration, the shortfall owing to
such Paracon Shareholders will be settled in Adcorp Shares through the
Share Consideration.
The Share Consideration represents a premium of:
* 12.1% to the volume weighted average price ("VWAP") of Adcorp and
Paracon Shares traded on the securities exchange operated by the
JSE Limited ("JSE") over the 30 (thirty) days up to and including
the date on which the first cautionary announcement was released on
SENS, being 6 July 2011 (the "Publication Date"); and
* 7.1% to the VWAP of Adcorp and Paracon Shares traded on the JSE
over the 30 (thirty) days up to and including 5 September 2011,
being the last business day immediately prior to the date of this
Firm Intention Announcement.
The Cash Consideration represents a premium of:
* 11.9% to the VWAP of Paracon Shares traded on the JSE over the 30
(thirty) days up to and including the Publication Date; and
* 8.7% to the VWAP of Paracon Shares traded on the JSE over the 30
(thirty) days up to and including 5 September 2011, being the last
business day immediately prior to the date of this Firm Intention
Announcement.
2. RATIONALE FOR THE SCHEME
A merger between Adcorp and Paracon will create South Africa`s premier
diversified and specialised resourcing and solutions provider and will
provide a number of financial and operational benefits to the
stakeholders of both businesses, including:
* Paracon Shareholders receiving an attractive premium for their
Paracon Shares;
* the Proposed Transaction being earnings enhancing for Paracon
shareholders and substantially earnings neutral for Adcorp
shareholders based on normalised earnings, excluding the effects of
the once-off transaction costs;
* an enhanced and integrated product offering to the clients of both
businesses - the merged entity will be the only company that can
outsource total enterprise resourcing end-to-end;
* greater penetration in large corporate clients;
* a reduced risk profile due to the diversification offered by the
two businesses;
* possible cost savings in the future;
* enhanced BEE credentials to the extent that Paracon BEE
shareholders elect to receive the Share Consideration;
* improved career opportunities for the staff complement of both
businesses;
* better opportunities to incentivise and retain top talent; and
* a significantly bolstered market capitalisation which is expected
to lead to, inter alia, improved liquidity, a broader institutional
shareholder base and greater analyst coverage.
3. CONDITIONS PRECEDENT TO THE POSTING OF THE SCHEME CIRCULAR TO PARACON
SHAREHOLDERS
The posting of the circular to Paracon Shareholders in relation to the
Scheme ("Scheme Circular") is subject to the fulfilment, or waiver (in
whole or in part), of the following conditions precedent:
3.1 Java Capital (Proprietary) Limited, the independent expert
appointed by the Paracon Board, ("Independent Expert") as required
in terms of section 114(3) of the Companies Act and the Takeover
Regulations, confirming in its report that the Purchase
Consideration is fair and reasonable to Paracon Shareholders;
3.2 the Paracon independent board constituted in terms of the Takeover
Regulations ("Paracon Independent Board") recommending to the
Paracon Shareholders, without qualification, that they vote in
favour of the Scheme; and
3.3 the requisite approvals being received from the JSE and the
Takeover Regulation Panel ("TRP") for the posting of the Scheme
Circular.
The conditions set out in paragraphs 3.1 and 3.2 above are for the
benefit of Adcorp and may be waived by Adcorp in its sole discretion by
notice in writing to Paracon. The condition set out in paragraph 3.3
above is of a regulatory nature and cannot be waived.
4. CONDITIONS PRECEDENT TO THE SCHEME
4.1 The Scheme will be subject to the fulfilment, or waiver (in whole
or in part), of the following conditions precedent by 28 February
2012, or such later date as Adcorp and Paracon may agree to in
writing:
4.1.1 the approval of the Scheme by the requisite majority of
Paracon Shareholders, as contemplated in section 115(2) of the
Companies Act, and:
4.1.1.1 to the extent required, the approval of the implementation of
such resolution by the court; and
4.1.1.2 if applicable, Paracon not treating the aforesaid resolution
as a nullity, as contemplated in section 115(5)(b) of the
Companies Act;
4.1.2 Paracon Shareholders not having exercised appraisal rights by
giving valid demands to this effect to Paracon, in terms of
section 164(7) of the Companies Act, in respect of more than
5% (five percent) of the Paracon Shares within 30 (thirty)
business days following the Paracon Shareholders meeting
convened to approve the Scheme ("Scheme Meeting"), provided
that, in the event that any Paracon Shareholders give notice
objecting to the Scheme, as contemplated in section 164(3) of
the Companies Act, and those Paracon Shareholders vote against
the resolution proposed at the Scheme Meeting to approve the
Scheme, but do so in respect of no more than 5% (five percent)
of the Paracon Shares, this condition shall be deemed to have
been fulfilled at the time of the Scheme Meeting;
4.1.3 the requisite majority of the shareholders of Adcorp ("Adcorp
Shareholders") approving the Proposed Transaction in terms of
the Companies Act and the Listings Requirements of the JSE
("Listings Requirements");
4.1.4 the unconditional written approval of the Proposed Transaction
(or if such approval is conditional, such conditions being
satisfactory to Adcorp) having been obtained from:
4.1.4.1 the TRP (in terms of a compliance certificate to be issued in
terms of the Companies Act);
4.1.4.2 the Competition Commission, Competition Tribunal and/or
Competition Appeal Court, as the case may be, in terms of the
Competition Act 89 of 1998, as amended; and
4.1.5 by the date on which the last of the abovementioned conditions
is fulfilled or waived (as the case may be) none of the
following events or circumstances having occurred or arisen:
4.1.5.1 either Adcorp or Paracon is dissolved or deregistered;
4.1.5.2 an order or declaration is made, or a resolution is passed,
for the administration, custodianship, bankruptcy,
liquidation, business rescue, winding-up, judicial management,
receivership, supervision, trusteeship, deregistration or
dissolution (and, in each case, whether provisional or final)
of either Adcorp or Paracon, its assets or its estate or an
order or declaration is made, or a resolution is passed, to
authorise the commencement of any business rescue proceedings
in respect of either Adcorp or Paracon, its assets or its
estate; or
4.1.5.3 either Adcorp or Paracon seeks or requests the appointment of
an administrator, liquidator (whether provisional or final),
business rescue practitioner, conservator, receiver, trustee,
judicial manager, judicial receiver, administrative receiver,
compulsory manager, custodian or other similar official for it
or for all or substantially all its assets or estate.
4.2 The conditions set out in paragraph 4.1.2 and 4.1.5 above are for
the benefit of Adcorp and may be waived by Adcorp in its sole
discretion by notice in writing to Paracon, provided that Adcorp
may only waive the condition in clause 4.1.5 with the prior written
consent of Rand Merchant Bank (a division of FirstRand Bank
Limited) and ABSA Capital (a division of ABSA Bank Limited),
Adcorp`s funders who have provided the bank guarantee referred to
in paragraph 7 below. The remainder of the conditions set out in
paragraph 4.1 are of a regulatory nature and cannot be waived.
5. PRO FORMA EARNINGS AND NET ASSET VALUE EFFECTS PERTAINING TO THE SCHEME
5.1 Adcorp
The unaudited pro forma financial effects of the Offer on Adcorp
Shareholders, for which the directors of Adcorp are responsible, are
provided for illustrative purposes only to provide information about how
the Offer will affect the financial position of the Adcorp Shareholders
by illustrating the effect thereof on the earnings per share ("EPS"),
normalised earnings per share ("NEPS"), headline earnings per share
("HEPS") and dividend per share ("DPS") of Adcorp as if the Offer had
become operative on 1 March 2010, and, for the purpose of net asset
value per share ("NAVPS") and net tangible asset value per share
("NTAVPS") of Adcorp, as if the Offer had become operative on 28
February 2011. Because of their nature the unaudited pro forma
financial effects may not give a fair presentation of Adcorp`s financial
position and performance after the Offer. The unaudited pro forma
financial effects have been compiled using accounting policies that
comply with International Financial Reporting Standards ("IFRS") and
that are consistent with those applied in the audited consolidated
financial statements of Adcorp for the 12 (twelve) months ended 28
February 2011.
Before the Offer After the Offer % Change
(Note 1) (Note 2)
EPS (cents) 192.5 157.5 -18.2%
NEPS (cents) 290.2 288.4 -0.6%
HEPS (cents) 195.7 159.1 -18.7%
DPS (cents) 169.0 168.0 -0.6%
NAVPS (cents) 1637.7 1830.7 11.8%
NTAVPS (cents) 510.1 134.0 -73.7%
Weighted average 60, 110 74, 698
number of shares in
issue (`000)
Outstanding shares 61, 850 76, 438
at year (`000) end
Notes:
1) The financial information in the "Before the Offer" column has been
prepared based on Adcorp`s audited consolidated financial results
for the 12 (twelve) months ended 28 February 2011.
2) The financial information included in the "After the Offer" column
has been prepared based on Adcorp`s audited consolidated financial
results for the 12 (twelve) months ended 28 February 2011 and by
adding Paracon`s financial results for the 12 (twelve) months to 31
March 2011, taking into account the following:
2.1) Paracon`s financial information has been prepared based on the
12 (twelve) month results for Paracon to 31 March 2011 as
extracted from Paracon`s interim results for the 6 (six)
months ended 31 March 2011 and the financial statements for
the 12 (twelve) months ended 30 September 2010;
2.2) The Purchase Consideration is funded by debt of R265 million
and by the issue of 14.6 million new Adcorp shares to the
value of R391.4 million (based on Adcorp`s 30 (thirty) day
VWAP as at 5 September 2011);
2.3) Interest at an after tax interest rate of 7.2% has been
deducted on the debt of R265 million;
2.4) Once off transaction costs for Adcorp to implement the Offer
and Paracon to implement the Scheme amounting to R14.7 million
have been deducted. It has been assumed that these costs are
not tax deductible;
2.5) In terms of the requirements of IFRS 3 and based on Adcorp
management`s best estimate at this stage, the excess of the
Purchase Consideration paid to Paracon Shareholders over the
net asset value of R398.5 million at 31 March 2011 has been
allocated as follows:
* R159.4 million to intangible assets which have been amortised
based on an expected useful life of 5 (five) years; and
* R239.1 to goodwill.
The final allocation will require a detailed identification
and valuation exercise which will be completed only once the
Scheme is implemented; and
2.6) There are no post balance sheet events which require
adjustment of the pro forma financial effects.
3) If the once off transaction costs detailed in 2.4 above are
excluded, the effect of the Scheme would be as follows:
% Change
EPS (cents) -7.9%
NEPS (cents) -0.6%
HEPS (cents) -8.6%
5.2 Paracon
The unaudited pro forma financial effects of the Scheme on Paracon
Shareholders, for which the directors of Paracon are responsible, are
provided for illustrative purposes only to provide information about how
the Scheme will affect the financial position of the Paracon
Shareholders who elect the Share Consideration, assuming that the full
Cash Consideration is paid, by illustrating the effect thereof on the
EPS, NEPS, HEPS and DPS of the Paracon Shares exchanged for new Adcorp
Shares at the Switch Ratio, as if the Scheme had become operative on 1
April 2010, and, for the purpose of NAVPS and NTAVPS as if the Scheme
had become operative on 31 March 2011. These pro forma financial effects
are based on the 12 (twelve) month results for Paracon to 31 March 2011.
Because of their nature the unaudited pro forma financial effects may
not give a fair presentation of Paracon Shareholders` financial position
and performance following the implementation of the Scheme.
Before the Scheme After the Scheme % Change
(Note 1) (Note 2)
EPS (cents) 18.1 11.4 -36.9%
NEPS (cents) 17.9 20.9 16.8%
HEPS (cents) 17.9 11.5 -35.5%
DPS (cents) 10.0 12.2% 21.6%
NAVPS (cents) 77.5 132.5 71.0%
NTAVPS (cents) 76.8 9.7 -87.4%
Weighted average 336,005 74, 698
number of shares
in issue (`000)
Outstanding 336,005 76, 438
shares at year
end (`000)
Notes:
1) The financial information in the "Before the Scheme" column
has been extracted from Paracon`s interim results for the six
months ended 31 March 2011 and the financial statements for
the 12 (twelve) months ended 30 September 2010.
2) The financial information included in the "After the Scheme"
column has been derived by taking the "After the Offer"
financial effects for Adcorp as illustrated in paragraph 5.1
above and dividing these results by the Switch Ratio to
provide the pro forma financial effects for those Paracon
Shareholders who elect the Share Consideration.
3) Paracon does not disclose normalised earnings in their
financial statements. However, as normalised earnings is
Adcorp`s primary measure of financial performance, it has been
calculated and included in the Paracon pro forma financial
effects based on Paracon`s HEPS figure.
4) If the once off transaction costs are excluded, the effect of
the Scheme would be as follows:
% Change
EPS (cents) -29.0%
NEPS (cents) 16.8%
HEPS (cents) -27.6%
6. SHAREHOLDER UNDERTAKINGS
Adcorp has received irrevocable undertakings from certain Paracon
Shareholders holding between them 228,528,163 (two hundred and twenty
eight million five hundred and twenty eight thousand one hundred and
sixty three) Paracon Shares, representing in aggregate 68.0% (sixty
eight percent) of the Paracon Shares, to vote in favour of the Scheme.
Adcorp has received irrevocable undertakings from certain Adcorp
Shareholders currently holding between them 52,318,202 (fifty two
million three hundred and eighteen thousand two hundred and two) Adcorp
Shares or Adcorp A ordinary shares, representing in aggregate 66.5%
(sixty six point five percent) of the total voting rights of Adcorp, to
vote in favour of the Adcorp shareholder resolutions required to
implement the Offer. The aforesaid undertakings, however, only apply to
Adcorp shares which these shareholders hold on the date of the relevant
Adcorp shareholder meeting and the number of Adcorp shares which they
will vote at the Adcorp shareholders meeting may therefore increase or
decrease prior to such meeting.
7. GUARANTEES AND CONFIRMATIONS TO THE TAKEOVER REGULATION PANEL
FirstRand Bank Limited, acting through its Rand Merchant Bank Division,
and ABSA Bank Limited, acting through its ABSA Capital Division, have
each delivered an irrevocable, unconditional bank guarantee for an
amount of R132,500,000 (one hundred and thirty two million five hundred
thousand Rand) to the TRP in compliance with regulations 111(4) and
111(5) of the Takeover Regulations. The aggregate amount of the bank
guarantees of R265,000,000 (two hundred and sixty five million Rand) is
sufficient for the purpose of fully satisfying the Cash Consideration.
Adcorp has confirmed to the Paracon Board and the TRP that it has
sufficient authorised and unissued shares available in order to issue
the maximum number of new Adcorp Shares which may be required to fully
satisfy the Share Consideration.
8. TERMINATION OF THE PARACON LISTING
Following implementation of the Scheme, application will be made to the
JSE to terminate the listing of the Paracon Shares on the JSE.
9. ACTING AS PRINCIPAL
Adcorp confirms that it is the ultimate proposed purchaser of all the
Paracon Shares and that it is acting alone and not in concert with, or
as agent or broker for, any other party.
Neither Adcorp nor any of its directors currently hold or control any
shares or options to acquire any shares in Paracon.
10. IMPLEMENTATION AGREEMENT
10.1 Adcorp and Paracon have concluded a written implementation
agreement dated 5 September 2011 ("Implementation Agreement") in
relation to the Offer and the Scheme.
10.2 The Implementation Agreement contains provisions relating to the
implementation of the Scheme and certain undertakings of Paracon
and Adcorp, including undertakings regarding the conduct of the
respective businesses of Paracon and Adcorp during the period
between the date of this Firm Intention Announcement and the
operative date of the Scheme ("Interim Period"), as well as the
manner in which third party approaches will be dealt with by
Paracon during this period. In this regard Adcorp and Paracon have
agreed, inter alia, that:
10.2.1 until the earlier of the operative date of the Scheme and
termination of the Implementation Agreement, Paracon will
not (and it will procure that certain other persons
related to it will not) directly or indirectly:
10.2.1.1 solicit, initiate or encourage any expression of
interest, enquiry, proposal or offer regarding any
transaction or series of transactions that would or
could constitute a change of control or reasonably
be considered to be likely to preclude the Scheme or
its implementation (an "Alternative Proposal");
10.2.1.2 participate in any discussion or negotiations
regarding any Alternative Proposal, unless it
constitutes a bona fide Alternative Proposal which
the Paracon Board, acting pursuant to its fiduciary
duties, determines in good faith, would, if
implemented, result in a transaction more favourable
to the Paracon Shareholders than the Offer
("Superior Proposal") taking into account inter
alia, the nature of the consideration, the
likelihood of such a transaction being completed
within a reasonable period of time and the financing
risks relating thereto;
10.2.1.3 agree to, approve or recommend an Alternative
Proposal, unless it constitutes a Superior Proposal;
and/or
10.2.1.4 enter into any agreement related to an Alternative
Proposal, unless it constitutes a Superior Proposal,
save where the Paracon Board concludes that such action
is necessary to ensure compliance with its directors`
fiduciary duties and/or obligations in terms of the
Companies Act and the Takeover Regulations;
10.2.2 Paracon will, from the date of this Firm Intention
Announcement until the implementation of the Scheme or
the termination of the Implementation Agreement, promptly
notify Adcorp of any Alternative Proposal which is made
to the Paracon Board and which the Paracon Board or any
director, senior officer or agent of Paracon and which
the Paracon Board intends considering further. Such
notice shall include, to the extent that Paracon is
permitted to do so, a description of the material terms
and conditions of any such Alternative Proposal and the
identity of the person making such Alternative Proposal
("Requesting Person"). Paracon undertakes to promptly
provide Adcorp with the same information and level of
information made available to the Requesting Person;
10.2.3 should an Alternative Proposal constitute a Superior
Proposal, then, prior to the Paracon Board approving or
recommending and/or entering into an agreement in respect
of the Superior Proposal, Paracon shall provide Adcorp
with a copy of the document in which the Superior
Proposal is made and afford Adcorp eight business days to
amend the Offer on financial and/or other terms
equivalent to, or more favourable than, those contained
in the Superior Proposal;
10.3 Paracon has agreed to pay Adcorp a break fee of R6,619,000 (six
million six hundred and nineteen thousand Rand) plus value-added
tax (approximately 1% of the transaction value) (if applicable)
(the "Break Fee") in certain circumstances, including if the
Paracon Board elects to proceed with an Alternative Proposal or
Paracon breaches the undertaking in paragraph 10.2.1 or certain
undertakings relating to the convening the Scheme Meeting or
attempting to obtain shareholder approval and court approval (if
necessary) for the Scheme;
10.4 Adcorp has also agreed to pay to Paracon an amount of R5,000,000
(five million Rand) plus value-added tax (if applicable) in order
to reimburse Paracon for the expenses it incurred in relation to
the Scheme in certain circumstances, including if, at the general
meeting of the Adcorp Shareholders convened to vote on the Offer,
the Adcorp Shareholders do not pass the necessary resolutions to
implement the Offer and the Offer fails solely as a result of the
Adcorp Shareholders not passing such resolutions; and
10.5 Paracon has agreed not to declare or pay a dividend during the
Interim Period.
11. RECOMMENDATION AND FAIRNESS OPINION
The Paracon Independent Board has appointed the Independent Expert, an
independent adviser acceptable to the TRP, to provide it with external
advice in relation to the Scheme and to make appropriate recommendations
to the Independent Board in the form of a fair and reasonable opinion.
The Paracon Independent Board intends, based on the information
currently available to it, to make a recommendation to Paracon
Shareholders to vote in favour of the resolutions to be proposed at the
Scheme Meeting, provided that the Paracon Independent Board receives an
opinion from the Independent Expert to the effect that the Purchase
Consideration is fair and reasonable to Paracon Shareholders.
The substance of the external advice received from the Independent
Expert and the views of the Paracon Independent Board will be detailed
in the Scheme Circular.
12. DOCUMENTATION
Details of the Scheme will be included in the Scheme Circular, which
will contain, inter alia, the Scheme, a notice of the meeting of Paracon
Shareholders, a form of proxy, and a form of election, surrender and
transfer. The Scheme Circular is expected to be posted to Paracon
Shareholders on or about 30 September 2011.
In terms of the Listings Requirements, the Proposed Transaction is a
Category 1 transaction for Adcorp and accordingly requires approval by
an ordinary majority of Adcorp Shareholders in general meeting. A
circular will be sent to Adcorp Shareholders containing, inter alia, the
information required for Category 1 transactions as prescribed by the
Listings Requirements, a notice of the general meeting of Adcorp
Shareholders and a form of proxy. The Adcorp circular is expected to be
posted to Adcorp Shareholders on or about 30 September 2011.
The salient dates pertaining to the Scheme will be released on SENS and
published in the press prior to the posting of the aforementioned
circulars.
13. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this Firm Intention Announcement, the
cautionary announcements originally published by Adcorp and Paracon on 6
July 2011 and renewed on 18 August 2011, are hereby withdrawn and
caution is no longer required to be exercised by Adcorp and Paracon
Shareholders when dealing in Adcorp and Paracon Shares respectively.
14. PARACON RESPONSIBILITY STATEMENT
The Independent Board of Paracon accepts responsibility for the
information contained in this Firm Intention Announcement to the extent
that it relates to Paracon. To the best of their knowledge and belief,
the information contained in this Firm Intention Announcement is true
and nothing has been omitted which is likely to affect the import of the
information.
15. ADCORP RESPONSIBILITY STATEMENT
Adcorp`s Board of Directors accepts responsibility for the information
contained in this Firm Intention Announcement to the extent that it
relates to Adcorp. To the best of their knowledge and belief, the
information contained in this Firm Intention Announcement is true and
nothing has been omitted which is likely to affect the import of the
information.
Johannesburg
6 September 2011
Corporate adviser and Transaction Sponsor to Adcorp
Investec Corporate Finance
Legal Adviser to Adcorp
Webber Wentzel
Competition Adviser to Adcorp
Nortons Incorporated
Due Diligence Adviser and Reporting Accountants to Adcorp
Deloitte & Touche
Sponsor to Adcorp
Deloitte & Touche Sponsor Services
Corporate Advisor and Sponsor to Paracon
Merchantec Capital
Legal Adviser to Paracon
Werksmans
Independent Expert
Java Capital
Reporting Accountants to Paracon
Deloitte & Touche
Date: 06/09/2011 10:00:07 Produced by the JSE SENS Department.
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