ADCORP HOLDINGS LIMITED - Scheme of Arrangement: F	31 Oct 2014
ADR KEL 201410310036A
Scheme of Arrangement: Fulfilment of outstanding conditions precedent and finalisation announcement

ADCORP HOLDINGS LIMITED                               KELLY GROUP LIMITED
Incorporated in the Republic of South Africa          Incorporated in the Republic of South Africa
Registration number 1974/001804/06                    Registration number 1999/026249/06
Share code ADR                                        Share code KEL
ISIN: ZAE000000139                                    ISIN: ZAE000093373
(“Adcorp”)                                            (“Kelly”)



SCHEME OF ARRANGEMENT FULFILMENT OF OUTSTANDING CONDITIONS PRECEDENT AND 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 Limited, 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:

                                                                                           2014
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

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

Date on which Scheme participants must be recorded in Kelly`s securities
register so as to receive the Scheme consideration ("Scheme Consideration
                                                                                      Friday, 14 November
Record Date"), by close of trade on

Last date on which the Scheme participants can make an election in respect of
the Scheme consideration by 12:00 on                                                  Friday, 14 November

Operative date of the Scheme on                                                       Monday, 17 November

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,            Monday, 17 November
being 14 November 2014) on or about

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
Termination of listing of Kelly Shares on the JSE at the commencement of
trade on                                                                              Tuesday, 18 November


Notes:

1.   All times given in this announcement are local times in South Africa.
2.   Kelly Shares may not be dematerialised or rematerialised after Friday, 7 November 2014.


Johannesburg
31 October 2014

Joint Corporate Adviser and Transaction Sponsor to Adcorp
Investec Bank Limited

Joint Corporate Adviser to Adcorp
Rand Merchant Bank (A division of FirstRand Bank Limited) 

Sponsor to Adcorp
Deloitte & Touche Sponsor Services Proprietary Limited

Legal Adviser to Adcorp
Webber Wentzel

Competition Adviser to Adcorp
Nortons Incorporated

Corporate Adviser and Transaction Sponsor to Kelly
Merchantec Capital

Sponsor to Kelly
PSG Capital

Legal Adviser to Kelly
Van Zijl Incorporated

Date: 31/10/2014 12:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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