| Mon 20 Oct 2003, 8:48 | | Adcorp Holdings Limited - SALIENT DATES ANNOUNCEME |
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Adcorp Holdings Limited - SALIENT DATES ANNOUNCEMENT
Adcorp Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1974/001804/06)
("Adcorp" or "the Company")
Share code: ADR
ISIN: ZAE000000139
SALIENT DATES ANNOUNCEMENT
INTRODUCTION
On 6 August 2003 Adcorp, which offers human capital management and marketing
advisory services, announced in the press a significant empowerment deal
involving a consortium of Black Management Forum Investments Company Limited
("BMFI"), the investment arm of the Black Management Forum and Zungu Investments
Company Limited ("ZICO"), a black owned investment holding company ("the
transaction").
The transaction is subject to the conditions precedent as set out in paragraph 3
below and involves the introduction of the empowerment consortium as effective
25% shareholders in the Company"s flexible staffing division, which includes
leading brands such as Quest Flexible Staffing Solutions, Emmanuels Staffing
Services, Capacity Outsourcing, Charisma Nursing Services and Ikhwezi Staffing
Solutions. The new empowerment business, which is the largest division of Adcorp
contributing some 65% of operating profits, is to be known as Adcorp Flexible
Staffing Solutions. The transaction has been made possible by way of an
innovative structure enabling the empowerment partners to participate in the
fruits of their endeavours from the first year with an option to convert their
investment in Adcorp Flexible Staffing Solutions directly into the Adcorp listed
entity after a five year period. Mr Bheki Sibiya, President of the Black
Management Forum, will represent the ZICO-BMFI consortium on the board, with
Bonga Zungu, executive director of ZICO serving as alternate director to Bheki
Sibiya.
IMPORTANT DATES AND TIMES
The important dates and times are as follows:
2003
Last day to lodge the form of proxy for the Tuesday, 4 November
general meeting, by 09h00 on
General meeting to be held at the registered
office of Adcorp, The Atrium, Corner Rustenburg
Road and 7th Avenue, Melville, 2092 at 09h00 on Wednesday, 5 November
Results of the general meeting published on SENS, Wednesday, 5 November
on
Results of the general meeting published in the Thursday, 6 November
press, on
These dates and times are subject to amendment. Any such amendment will be
published on SENS and in the press.
CONDITIONS PRECEDENT
The transaction is subject to a number of conditions precedent many of which
have been fulfilled. The remaining conditions precedent, which are to be
fulfilled by no later than 31 December 2003 are -
Adcorp obtaining the approval to the extent necessary of its shareholders in
general meeting for the implementation of the provisions of the sale agreement
concluded between Adcorp, Quest Holdings (Proprietary) Limited, Izinyoni Trading
215 (Proprietary) Limited) and Boundlesstrade 130 (Proprietary) Limited (whose
name has subsequently been changed to Adcorp Flexible Staffing Solutions
(Proprietary) Limited) dated 4 August 2003 and the shareholders agreement
concluded between Adcorp, Izinyoni Trading 215 (Proprietary) Limited and
Boundlesstrade 130 (Proprietary) Limited (whose name has subsequently been
changed to Adcorp Flexible Staffing Solutions (Proprietary) Limited) dated 4
August 2003; and
the parties obtaining all necessary regulatory approvals.
CIRCULAR
A circular containing full details of the transaction and the general meeting is
being posted to shareholders today.
