KELLY GROUP LIMITED Share code KEL ISIN: ZAE000093373
("Kelly" or "the Company")
POSTING OF CIRCULAR AND NOTICE CONVENING THE SCHEME MEETING 1. INTRODUCTIONShareholders are referred to the announcement released on SENS on 3 April 2014 regarding the acquisition by Adcorp Holdings Limited ("Adcorp") of approximately 30% of the issued ordinary shares of Kelly and the firm intention announcement released on SENS on 24 July 2014 and published in the press on 25 July 2014 in connection with the firm offer by Adcorp in terms of which Adcorp, through its wholly-owned subsidiary, Paracon Holdings Limited, offered to acquire all of the Kelly ordinary shares that Adcorp does not already own, excluding the Kelly ordinary shares held by subsidiaries of Kelly ("Kelly Shares") by way of a scheme of arrangement
("Scheme") in terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended
("Companies Act"), to be proposed by the board of directors of Kelly between Kelly and the holders of Kelly
Shares ("Kelly Shareholders").
Kelly Shareholders are hereby advised that the circular ("Circular") providing them with the relevant information regarding the Scheme and incorporating, inter alia, a notice convening a meeting of the Kelly Shareholders ("Scheme Meeting") was posted to Kelly Shareholders on 21 August 2014. The Circular will also be available on the Kelly website (www.kellygroup.co.za).
2. NOTICE CONVENING THE SCHEME MEETINGNotice is hereby given that the Scheme Meeting will be held at 10:00 on Friday, 19 September 2014 at 6 Protea Place, corner Fredman Drive and Protea Place, Sandton, 2196, for the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions set out in the notice convening the Scheme Meeting.
3. IMPORTANT DATES AND TIMESThe important dates and times relating to the Scheme ("Timetable") are set out below. Words and expressions
in the Timetable and the notes thereto shall have the same meanings as assigned to them in the Circular.
2014 | |
Record date to determine which Kelly Shareholders are entitled to receive the Circular | Friday, 15 August |
Circular posted to Kelly Shareholders and notice convening the Scheme Meeting released on SENS on | Thursday, 21 August |
Notice convening the Scheme Meeting published in the South African press on | Friday, 22 August |
Last day to trade Kelly Shares in order to be recorded in the Register to vote at the Scheme Meeting (see note 2 below) on | Friday, 5 September |
Record date to be eligible to vote at the Scheme Meeting, being the Scheme Voting Record Date, by close of trade on | Friday, 12 September |
Last day to lodge forms of proxy in respect of the Scheme Meeting with the Transfer Secretaries by 10:00 on (alternatively, the form of proxy may be handed to the Chairperson of the Scheme Meeting by no later than 10:00 on Friday, 19 September 2014) | Wednesday, 17 September |
Last date and time for Kelly Shareholders to give notice of their objections to the special resolution approving the Scheme by no later than 10:00 on | Friday, 19 September |
Scheme Meeting to be held at 10:00 on | Friday, 19 September |
Results of the Scheme Meeting released on SENS on | Friday, 19 September |
Results of the Scheme Meeting published in the South African press on | Monday, 22 September |
If the Scheme is approved by Kelly Shareholders at the Scheme Meeting with sufficient voting rights such that no Shareholder may require the Company to obtain Court approval for the Scheme as contemplated in section 115(3)(a) of the Companies Act: | |
Last date on which Kelly Shareholders can make application to the Court in terms of section 115(3)(b) of the Companies Act on | Monday, 6 October |
Last date for Kelly to give notice of adoption of the special resolution approving the Scheme to Kelly Shareholders objecting to the special resolution on | Monday, 6 October |
If no Shareholders exercise their rights in terms of section 115(3)(b) of the Companies Act: | |
Finalisation Date expected to be on | Wednesday, 5 November |
Finalisation Date announcement expected to be released on SENS on | Wednesday, 5 November |
Finalisation Date announcement expected to be published in the South African press on | Thursday, 6 November |
Expected Scheme LDT, being the last day to trade Kelly Shares on the JSE in order to be recorded in the Register to receive the Scheme Consideration, on | Friday, 14 November |
Suspension of listing of Kelly Shares on the JSE expected to take place at the commencement of trade on | Monday, 17 November |
Expected Scheme Consideration Record Date, being the date on which Scheme Participants must be recorded in the Register to receive the Scheme Consideration, by close of trade on | Friday, 21 November |
Last date on which the Scheme Participants can make an election in respect of the Scheme Consideration by 12:00 on | Friday, 21 November |
Expected Operative Date of the Scheme on | Monday, 24 November |
Scheme Consideration expected to be paid/posted to Scheme Participants who are Certificated Shareholders (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) on or about | Monday, 24 November |
Scheme Participants who are Dematerialised Shareholders expected to have their accounts (held at their CSDP or broker) credited with the Scheme Consideration on or about | Monday, 24 November |
Termination of listing of Kelly Shares on the JSE expected to take place at the commencement of trade on or about | Tuesday, 25 November |
1. All dates and times may be changed by mutual agreement between Kelly and Adcorp (subject to the approval of the JSE and/or the Takeover Regulation Panel, if required). The dates have been determined based on certain assumptions regarding the date by which certain regulatory approvals will have been obtained and that no Court approval or review of the special resolution required to approve the implementation of the Scheme will be required. Any change in the dates and times will be released on SENS and published in the South African press.
2. Kelly Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place five Business Days after such trade. Therefore, Kelly Shareholders who acquire Kelly Shares after close of trade on Friday, 5 September 2014 will not be eligible to vote at the Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Kelly Shares may not be dematerialised or rematerialised after the Scheme LDT, which is expected to be Friday,
14 November 2014.
5. If the Scheme is approved by an insufficient number of Scheme Members at the Scheme Meeting so that a Scheme Member may require Kelly to obtain Court approval of the Scheme, as contemplated in section 115(3)(a) of the Companies Act, and a Scheme Member in fact delivers such a request, the dates and times set out above will not be relevant. If this is the case, Kelly Shareholders will be notified separately of the applicable dates and times under this process.
6. If any Scheme Member who votes against the Scheme exercises its rights in accordance with section 115(3)(b) of the Companies Act and applies to Court for a review of the transaction, the dates and times set out above will not be relevant. If this is the case, Kelly Shareholders will be notified separately of the applicable dates and times under this process.
7. If the Scheme Meeting is adjourned or postponed, forms of proxy submitted for the initial Scheme Meeting will remain valid in respect of any adjournment or postponement of the Scheme Meeting.
Sandton
21 August 2014
Corporate Advisor and Transaction Sponsor to KellyMerchantec Capital
Legal Advisor to KellyVan Zijl Incorporated
Sponsor to KellyPSG Capital
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