General Repurchase of Ordinary Shares

ADCORP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1974/001804/06
Share code: ADR & ISIN: ZAE000000139
(“Adcorp” or “the Group“)

GENERAL REPURCHASE OF ORDINARY SHARES

At the annual general meeting of Adcorp held on 28 July 2022 (“AGM”), shareholders, by special resolution, granted a general authority to the board of directors of the Company and its subsidiaries (“the Group”) to repurchase up to 10% of the issued ordinary share capital of the Company, on the terms and subject to the conditions specified in the notice of AGM.

Shareholders are hereby advised that, during the period commencing on 2 November 2022 to 16 January 2023, the Company’s subsidiary, Torque Technical Computer Training Proprietary Limited, repurchased an aggregate of 1 311 899 ordinary shares, representing 1.253% of the issued ordinary share capital of the Company as at the date on which the authority to repurchase the ordinary shares was granted. The aforementioned ordinary shares were repurchased for an aggregate value of R6 965 340.91, funded out of the Group’s available cash resources, as follows:

The repurchases were made in terms of the general authority granted by shareholders at the AGM and were effected through the order book operated by the JSE Limited trading system without any prior understanding or arrangement between the Company or subsidiary and the counterparties. The requirements for the general repurchase of ordinary shares in terms of paragraph 5.72(a) of the JSE Limited Listings Requirements, have been complied with.

The Company or its subsidiaries may repurchase up to a further 9 158 055 ordinary shares (8,747% of the ordinary shares in issue as at the date on which the authority was granted), in terms of the current general authority, which is valid until the Company’s next annual general meeting.

As at the date of this announcement, the Group held 6 567 033 ordinary shares in treasury, including the repurchased shares referred to in this announcement. The impact of the repurchases of the ordinary shares on the financial position of the Group is immaterial, as the repurchases were funded out of the Group’s available cash resources.

OPINION OF THE BOARD

The Board has considered the effect of the repurchases and is of the opinion that, for a period of 12 months following the date of this announcement:

• the Company and the Group will be able, in the ordinary course of business, to repay their debts;
• the consolidated assets of the Company and the Group will be in excess of the consolidated liabilities of the Company and the Group;
• the Company’s and the Group’s share capital and reserves will be adequate for the ordinary business purposes of the Company and the Group; and
• the Company and the Group will have sufficient working capital for ordinary business purposes.

Johannesburg

23 January 2023

Sponsor

PSG Capital