FINALISATION ANNOUNCEMENT: ODD-LOT OFFER
ADCORP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1974/001804/06
Share code: ADR
ISIN: ZAE000000139
(“Adcorp” or “the Company“)
FINALISATION ANNOUNCEMENT: ODD-LOT OFFER
1. Introduction
1.1 Shareholders are referred to the announcement released on SENS on Monday, 29 January 2024, wherein shareholders were advised that the Company decided to proceed with the implementation of an odd-lot offer to all shareholders holding less than 100 (one hundred) ordinary shares in the Company (“Odd-lot Offer”) and to the circular relating to the Odd-lot Offer that was distributed to shareholders on the same day (“Circular”).
1.2 Shareholders are further referred to the general meeting of shareholders (“General Meeting”) held entirely by electronic participation on Tuesday, 27 February 2024, including the subsequent announcement released on SENS on the same day advising shareholders that all the resolutions tabled at the General Meeting were approved by the requisite majorities of the Company’s shareholders.
1.3 Shareholders are hereby advised that the condition precedent requiring shareholders to approve the resolutions relating to the Odd-lot Offer has been met. Accordingly, the Company will proceed with the implementation of the Odd-lot Offer.
1.4 Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the meanings ascribed thereto in the Circular.
2. Odd-lot Offer Price
2.1 The Odd-lot Offer Price per Adcorp Share to be acquired in terms of the Odd-lot Offer is 401.34847 cents, based on a 5% premium to the 30-day volume weighted average price of an Adcorp Share at the close of business on Monday, 4 March 2024 being 382.23664 cents.
2.2 The Odd-lot Consideration will be distributed as a return of capital and will result in a reduction of “contributed tax capital” as defined in section 1 of the Income Tax Act. The Odd-lot Consideration will therefore not be regarded as a dividend for South African income tax purposes.
2.3 Adcorp Shareholders are advised to consult their own tax and/or other professional advisors regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.
3. Transaction costs for Odd-lot Holders
3.1 Shareholders eligible to participate in the Odd-lot Offer will not bear any transaction costs in respect of the Odd-lot Offer.
3.2 Securities transfer tax, if any, will be paid by Adcorp at a rate of 0.25% calculated on the taxable amount as determined in section 5(1)(a) of the Securities Transfer Tax Act No. 25 of 2007.
3.3 The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot Holder arising from the disposal of the Odd-lot Holdings by the Odd-lot Holders who make an election to sell their Odd-lot Holdings to Adcorp, or who do not make an election, or who do not return their Form of Election and Surrender (grey) timeously to the Transfer Secretaries. Adcorp Shareholders are advised to consult their own tax and/or other professional advisors regarding the taxation implications arising out of the acceptance of the Odd lot Offer.
4. Salient Dates and Times
Shareholders are reminded of the following Salient Dates and Times in relation to the implementation of the Odd-lot Offer:
|
2024 |
|
| Last day to trade to participate in the Odd-lot Offer |
Monday, 18 March |
| Shares commence trading ex Odd-lot Offer |
Tuesday, 19 March |
| Forms of Election and Surrender (grey) to be received by the Transfer Secretaries by 12:00 |
Friday, 22 March |
| Odd-lot Offer closes at 12:00 |
Friday, 22 March |
| Record Date for the Odd-lot Offer |
Friday, 22 March |
| Payment of the Odd-lot Consideration to Certificated Odd-lot Holders who have accepted the Odd-lot Offer or who have made no election |
Monday, 25 March |
| Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or who have made no election will have their accounts at their CSDP or Broker credited with the Odd-lot Consideration |
Monday, 25 March |
| Results of Odd-lot Offer released on SENS |
Monday, 25 March |
| Results of the Odd-lot Offer published in the South African press on or about |
Tuesday, 26 March |
| Delisting and cancellation of Adcorp Shares repurchased in terms of the Odd-lot Offer on or about |
Thursday, 28 March |
Notes:
1. All times referred to in this announcement are local times in South Africa and are subject to change.
2. Any variation of the above dates and times will be approved by the JSE and released on SENS.
3. Odd-lot Offer:
3.1. Dematerialised Odd-lot Holders are requested to notify their duly appointed Broker or CSDP of their election by the cut off time stipulated by their Broker or CSDP. This will be before the Closing Date of the Odd-lot Offer.
3.2. In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for the Odd- lot Consideration, payment will be made on Monday, 25 March 2024 by EFT into the bank accounts of the Odd-lot Holders, which are provided by the Odd-lot Holders on the Form of Election and Surrender (grey).
3.3. Those Odd-lot Holders who do not make an election or do not return their Form of Election and Surrender (grey) timeously to the Transfer Secretaries, will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Adcorp at the Odd-lot Offer Price, and to receive the Odd-lot Consideration.
3.4. Shareholders may not dematerialise or rematerialise their Shares between the last day to trade to participate in the Odd-lot Offer and the Record Date for the Odd-lot Offer both days inclusive.
Johannesburg
5 March 2024
Corporate Advisor and Sponsor
Valeo Capital (Pty) Limited