| Mon 3 Oct 2011, 7:05 | | ADR - Adcorp Holdings Limited - Posting of circular and notice convening |
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ADR
ADR
ADR - Adcorp Holdings Limited - Posting of circular and notice convening
the shareholders` 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")
POSTING OF CIRCULAR AND NOTICE CONVENING THE SHAREHOLDERS` MEETING
1. INTRODUCTION
Adcorp shareholders ("Shareholders") are referred to the joint firm
intention announcement published by Adcorp and Paracon Holdings Limited
("Paracon") on SENS on 6 September 2011 and in the press on 7 September
2011 ("Firm Intention Announcement") regarding the terms on which Adcorp
has made an offer to acquire the entire issued share capital of Paracon,
excluding the Paracon shares held by Paracon subsidiaries, ("Paracon
Shares") by way of a scheme of arrangement ("Scheme") in terms of section
114 of the Companies Act, 2008 (Act 71 of 2008), to be proposed by the
board of directors of Paracon between Paracon and the holders of Paracon
Shares ("Proposed Transaction").
Shareholders are hereby advised that a circular containing, inter alia,
details of the Proposed Transaction, a notice of a meeting of the
Shareholders ("General Meeting") and a form of proxy ("Circular") will be
posted to Shareholders today. Shareholders are advised that the completion
of the Proposed Transaction is subject to the fulfilment or waiver of
certain conditions precedent detailed in the Firm Intention Announcement
and the Circular, and are advised to review the Circular for the terms and
conditions of the Proposed Transaction.
2. NOTICE OF SHAREHOLDERS MEETING
The General Meeting will be held at Block A, 28 On Sloane, Sloane Street,
Bryanston, 2021 on Tuesday, 1 November 2011 at 10h00 to consider and, if
deemed fit, approve the resolutions necessary to implement the Proposed
Transaction.
3. IMPORTANT DATES AND TIMES
The important dates and times relating to the Proposed Transaction
("Timetable") are set out below. Words and expressions in the Timetable and
notes thereto shall have the same meaning as assigned to them in the
Circular
2011
Circular and notice of General Meeting Friday, 30 September
posted to Shareholders on
Last day to trade in Adcorp Shares in order Friday, 14 October
to be recorded in Adcorp`s securities
register to vote at the General Meeting on
Record date to be entitled to attend, Friday, 21 October
participate in and vote at the General
Meeting by close of trading on
Proxy forms for the General Meeting to be Monday, 31 October
received by 10h00 on
General Meeting held at 10h00 on Tuesday, 1 November
Scheme Meeting of Paracon Shareholders held Tuesday, 1 November
at 10h00 on
Results of the General Meeting and the Tuesday, 1 November
Scheme Meeting released on SENS on
Results of the General Meeting and the Wednesday, 2 November
Scheme Meeting published in the South
African press on
Announcement as to the fulfilment of all Friday, 25 November
conditions to the Proposed Transaction
expected to be released on SENS on
Announcement as to the fulfilment of all Monday, 28 November
conditions to the Proposed Transaction
expected to be published in the South
African press on
Listing on the JSE of the shares of Paracon Monday, 5 December
expected to be suspended from trading on the
JSE from the commencement of trade on
Listing on the JSE of the new shares of Monday, 5 December
Adcorp comprising the Share Consideration
expected from the commencement of trade on
Expected Operative Date of the Proposed Monday, 12 December
Transaction on
Expected termination of listing of Paracon Tuesday, 13 December
Shares at the commencement of trade on
Notes:
a) All dates and times may be changed by mutual agreement between Adcorp
and Paracon and/or may be subject to the obtaining of certain
regulatory approvals. Any change will be published on SENS and in the
South African press.
b) Shareholders should note that as transactions in Adcorp Shares are
settled in the electronic settlement system used by Strate, settlement
of trades takes place 5 Business Days after such trade. Therefore,
Shareholders who acquire shares after Friday, 14 October 2011 will not
be eligible to vote at the General Meeting.
c) All times given in this announcement are local times in South Africa.
d) If the General Meeting is adjourned or postponed, forms of proxy
submitted for the initial General Meeting will remain valid in respect
of any adjournment or postponement of the General Meeting.
e) Although the salient dates and times are stated to be subject to
change, such statement may not be regarded as consent or dispensation
for any change to time periods which may be required in terms of the
Takeover Regulations, where applicable, and any such consents or
dispensations must be specifically applied for and granted.
Johannesburg
30 September 2011
Corporate Adviser and Transaction Sponsor to Adcorp
Investec Corporate Finance
Legal Adviser to Adcorp
Webber Wentzel
Competition Law Adviser to Adcorp
Nortons Incorporated
Due Diligence Adviser and Reporting Accountants to Adcorp
Deloitte & Touche
Sponsor to Adcorp
Deloitte & Touche Sponsor Services (Pty) Limited
Corporate Advisor and Sponsor to Paracon
Merchantec Capital
Legal Adviser to Paracon
Werksmans
Independent Expert to Paracon
Java Capital
Reporting Accountants to Paracon
Deloitte & Touche
Date: 03/10/2011 07:05:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
