| Wed 16 Nov 2011, 16:28 | | ADR/PCN - Adcorp Holdings Limited/ Paracon Holding |
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ADR PCN
ADR PCN
ADR/PCN - Adcorp Holdings Limited/ Paracon Holdings Limited - Fulfilment of
outstanding conditions precedent and finalisation announcement
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")
FULFILMENT OF OUTSTANDING CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT
Adcorp ordinary shareholders ("Adcorp Shareholders") and Paracon ordinary
shareholders ("Paracon Shareholders") are referred to the joint announcement by
Adcorp and Paracon of a firm intention by Adcorp to make an offer to acquire the
entire issued share capital of Paracon, excluding those shares held by
subsidiaries of Paracon, by way of a scheme of arrangement ("Scheme") in terms
of section 114 of the Companies Act 71 of 2008, as amended, ("Companies Act"),
which was released on SENS on 6 September 2011 and published in the press on 7
September 2011, and to the respective Adcorp and Paracon circulars dated 30
September 2011 ("the Circulars").
Adcorp and Paracon Shareholders are advised that the Takeover Regulation Panel
("Panel") issued a compliance certificate in terms of section 119(4)(b) of the
Companies Act in respect of the Scheme on 16 November 2011. Furthermore, as none
of the material adverse events described in the Circulars occurred prior to
issue by the Panel of the compliance certificate, all outstanding conditions
precedent to the Scheme have been fulfilled.
Accordingly, Adcorp and Paracon Shareholders are advised that the salient dates
which were set out in the Circulars, have been amended by mutual agreement
between Adcorp and Paracon:
2011
Last day to trade Paracon ordinary shares on the Friday, 25 November
JSE in order to be recorded in Paracon`s
securities register so as to receive the Scheme
consideration
Listing of the Paracon ordinary shares on the Monday, 28 November
JSE to be suspended from trading on the JSE from
the commencement of trade on
Listing on the JSE of the new Adcorp ordinary Monday, 28 November
shares comprising the share consideration from
the commencement of trade on
Date on which Scheme participants must be Friday, 2 December
recorded in Paracon`s securities register so as
to receive the Scheme consideration ("Scheme
Consideration Record Date"), by close of trade
on
Last date on which the Scheme participants can Friday, 2 December
make an election in respect of the Scheme
consideration by 12:00 on
Operative date of the Scheme on Monday, 5 December
Scheme consideration to be paid/posted to Monday, 5 December
certificated Scheme participants (provided their
form of election, surrender and transfer, and
documents of title are received on or prior to
12:00 on the Scheme Consideration Record Date,
being 2 December 2011) on or about
Dematerialised Scheme participants expected to Monday, 5 December
have their accounts (held at their CSDP or
broker) credited with the Scheme consideration
on or about
Termination of listing of Paracon ordinary Tuesday, 6 December
shares on the JSE at the commencement of trade
on
Johannesburg
16 November 2011
Corporate Adviser and Transaction Sponsor to Adcorp
Investec Corporate Finance
Legal Adviser to Adcorp
Webber Wentzel
Competition Law Adviser to Adcorp
Nortons Incorporated
Sponsor to Adcorp
Deloitte & Touche Sponsor Services (Proprietary) Limited
Corporate Adviser and Sponsor to Paracon
Merchantec Capital
Legal Adviser to Paracon
Werksmans
Date: 16/11/2011 16:21:00 Produced by the JSE SENS Department.
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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,
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