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Kelly finalisation announcement
Adcorp ordinary shareholders ("Adcorp Shareholders") and Kelly ordinary shareholders ("Kelly Shareholders") are referred to the joint announcement by Adcorp and Kelly of a firm intention by Adcorp to make an offer to acquire, through its wholly-owned subsidiary Paracon Holdings Ltd., the Kelly ordinary shares ("Kelly Shares") that Adcorp does not already own, excluding the Kelly ordinary shares held by subsidiaries of Kelly ("Proposed Transaction"), 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") which was released on SENS on 24 July 2014 and published in the press on 25 July 2014.
Adcorp Shareholders and Kelly Shareholders are advised that the Competition Tribunal has unconditionally approved the Proposed Transaction and that the Takeover Regulation Panel has issued a compliance certificate in terms of section 119(4)(b) of the Companies Act in respect of the Scheme. As such, all conditions precedent to the Scheme have been fulfilled.
Accordingly, Kelly Shareholders are advised that the salient dates which were set out in the circular to
Kelly Shareholders, dated 21 August 2014, have been amended by mutual agreement between Adcorp and Kelly as follows:
- Last day to trade Kelly Shares on the JSE in order to be recorded in Kelly's securities register so as to receive the Scheme consideration -- Friday, 7 November 2014
- Listing of the Kelly Shares on the JSE to be suspended from trading on the JSE from the commencement of trade on Monday, 10 November 2014
- Date on which Scheme participants must be recorded in Kelly's securities register so as to receive the Scheme consideration ("Scheme Consideration Record Date"), by close of trade on Friday, 14 November 2014
- Last date on which the Scheme participants can make an election in respect of the Scheme consideration by 12:00 on Friday, 14 November 2014
- Operative date of the Scheme on Monday, 17 November 2014
- Scheme consideration to be paid/posted to 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 14 November 2014) on or about Monday, 17 November 2014
- Dematerialised Scheme participants expected to have their accounts (held at their CSDP or broker) credited with the Scheme consideration on or about Monday, 17 November 2014
- Termination of listing of Kelly Shares on the JSE at the commencement of trade on Tuesday, 18 November 2014
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