The offer, which was made by Paracon Holdings, a wholly-owned subsidiary of Adcorp, is excluding the Kelly ordinary shares held by subsidiaries of [DATA KEL:Kelly].
“Adcorp and Kelly believe that the proposed transaction will produce opportunities for the benefit of all Adcorp and Kelly stakeholders, including Kelly shareholders receiving an attractive premium for their Kelly shares,” the companies said.
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“Kelly shareholders [will] be entitled to receive Adcorp ordinary shares by electing the share consideration, which will provide such Kelly shareholders with exposure to the future performance of the enlarged and more diversified Adcorp group and knowledge sharing to achieve best of breed approach.”
Kelly shareholders are expected to receive an [DATA ADR:Adcorp] ordinary share for every 13.75 Kelly shares held by them on the scheme consideration record date, if the scheme becomes operative, or 2.50 rand in cash for every Kelly share held by them on the scheme consideration record date.
“Kelly shareholders who have not made an election to receive either the share consideration or the cash consideration will be deemed to have elected to receive the share consideration,” they said.
“Foreign shareholders will be deemed to have elected the cash consideration in respect of their Kelly shares, irrespective of their actual election.”
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Adcorp currently holds approximately 30 per cent of the issued share capital of Kelly and, following implementation of the scheme, application will be made to the Johannesburg Stock Exchange (JSE) to terminate the listing of the Kelly shares on the JSE.