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RESULTS OF GENERAL MEETING – 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 Group“)

 

RESULTS OF GENERAL MEETING – 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 has decided to proceed with the implementation of an odd-lot offer to all ordinary shareholders that hold less than 100 (one hundred) ordinary shares (“Odd-lot Holders”) of no par value (“Odd-lot Holdings”) in the In terms of the odd-lot offer, Adcorp will, subject to shareholder approval, repurchase the Odd-lot Holdings from the Odd-lot Holders at 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 (“Odd-lot Offer”).

1.2 Shareholders were further advised that a circular detailing the proposed Odd-lot Offer (“Circular”) was distributed to Shareholders on Monday, 29 January 2024, which Circular incorporated a notice convening a general meeting of shareholders (“General Meeting”) for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions contained

1.3 Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the meanings ascribed thereto in the Circular.

2.  Results of General Meeting

2.1 Shareholders are hereby advised that the General Meeting of the Company was held entirely by way of electronic participation at 10:00 today, 27 February

2.2 Shareholders are further advised that at the General Meeting, all of the resolutions were passed by the requisite majorities of the Company’s shareholders.

2.3 Details of the results of the voting at the General Meeting are as follows:

Ordinary shares ³

 

Resolutions proposed at the General Meeting

 

Ordinary shares voted at the General Meeting (number)

 

Ordinary shares voted (%) ¹

 

Votes for resolution (%) ²

 

Votes against resolution (%) ²

 

Ordinary shares abstained (%) ¹

Special Resolution Number 1:

Specific authority to repurchase Shares from Odd-lot Holders

 

83 634 947

 

81.30%

 

100.00%

 

0.00%

 

0.00%

Ordinary Resolution Number 2: Authority to make

and implement the Odd-lot Offer, specifically the repurchase of Odd- lot Holdings from the Odd-lot Holders who do not make an election

 

83 634 947

 

81.30%

 

100.00%

 

0.00%

 

0.00%

Ordinary Resolution Number 3:

Authority of Directors and/or the Company Secretary

 

83 634 947

 

81.30%

 

100.00%

 

0.00%

 

0.00%

 Notes:

  1. As a percentage of the total number of ordinary shares in issue as at the date of the General Meeting (excluding treasury shares and B ordinary shares).
  2. As a percentage of the total number of ordinary shares voted at the General Meeting (excluding treasury shares and B ordinary shares).
  3. The total number of ordinary shares in issue as at the date of the General Meeting was 109 954 675 Shares of which 7 081 566 were treasury shares. Accordingly, the total votable ordinary shares were 102 873 109 ordinary shares.

Ordinary shares and B ordinary shares ³

 

Resolutions proposed at the General Meeting

 

Shares voted at the General Meeting (number)

 

Shares voted (%) ¹

 

Votes for resolution (%) ²

 

Votes against resolution (%) ²

 

Shares abstained (%) ¹

Special Resolution Number 1:

Specific authority to repurchase Shares from Odd-lot Holders

 

90 364 087

 

82.45%

 

100.00%

 

0.00%

 

0.00%

Ordinary Resolution Number 2: Authority to make and implement the Odd-lot Offer, specifically the repurchase of Odd-

lot Holdings from the Odd-lot Holders who do not make an election

 

90 364 087

 

82.45%

 

100.00%

 

0.00%

 

0.00%

Ordinary Resolution Number 3:

Authority of Directors and/or the Company Secretary

 

90 364 087

 

82.45%

 

100.00%

 

0.00%

 

0.00%

Notes:

  1. As a percentage of the total number of ordinary shares and B ordinary shares in issue as at the date of the General Meeting (excluding treasury shares).
  2. As a percentage of the total number of ordinary shares and B ordinary shares voted at the General Meeting (excluding treasury shares).
  3. The total number of ordinary shares and B ordinary shares in issue as at the date of the General Meeting was 116 683 815 shares of which 7 081 566 were treasury shares. Accordingly, the total votable shares were 109 602 249 shares of which 102 873 109 were ordinary shares and 6 729 140 were B ordinary

 

3.           Salient Dates and Times

 Adcorp Shareholders are reminded of the following salient dates and times in relation to the Odd-lot Offer:

 

2024

Odd-lot Offer opens at 09:00 Wednesday, 28 February
Finalisation announcement (including the Odd-lot Offer Price) in respect of Odd-lot Offer by 11:00 Tuesday, 5 March
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

2. Any variation of the above dates and times will be approved by the JSE and released on

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.

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

27 February 2024

Corporate Advisor and Sponsor Valeo Capital (Pty) Limited

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