Volaris Offer: Extension of the Date by which a Scheme Condition must be Fulfilled or Waived
Volaris Offer: Extension of the Date by which a Scheme Condition must be Fulfilled or Waived ADAPT IT HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1998/017276/06) Share code: ADI ISIN: ZAE000113163 (“Adapt IT”) VOLARIS GROUP INC (Incorporated in Canada) (Corporation number: 002277095) (“Volaris”) VOLARIS OFFER: EXTENSION OF THE DATE BY WHICH A SCHEME CONDITION MUST BE FULFILLED OR WAIVED 1. Introduction 1.1. Shareholders of Adapt IT (“Adapt IT Shareholders”) are referred to the various announcements released on SENS relating to the offer by Volaris to acquire control of Adapt IT through the acquisition of up to 100% of the issued ordinary shares (excluding treasury shares) of Adapt IT from Adapt IT Shareholders for a cash consideration of R7.00 per Adapt IT Share ("Volaris Offer"). 1.2. The last announcement relating to the Volaris Offer was released on SENS on Wednesday, 30 June 2021, and notified Adapt IT Shareholders inter alia that all of the resolutions proposed at the general meeting convened to consider the Volaris Offer were passed by the requisite majority of Adapt IT Shareholders. 1.3. Capitalised terms used herein that are not otherwise defined, bear the meanings ascribed to them in the combined circular to Adapt IT Shareholders relating to the Volaris Offer and dated 1 June 2021 ("Combined Circular"). 2. Extension of the date for the fulfilment or waiver of a Scheme Condition Adapt IT Shareholders are hereby advised that the date for the fulfilment or waiver of the Scheme Condition referred to in paragraph 184.108.40.206 of the Combined Circular, relating to the conclusion by the executive directors of Adapt IT of service contracts with the Adapt IT group, has been further extended from 31 July 2021, to 30 September 2021. 3. Adapt IT Board Responsibility Statement The Adapt IT Board accepts responsibility for the information contained in this announcement which relates to Adapt IT and confirms that, to the best of its knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 4. Volaris Board Responsibility Statement The board of directors of Volaris accepts responsibility for the information contained in this announcement which relates to Volaris and confirms that, to the best of its knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 27 July 2021 Sponsor Merchantec Capital Financial Advisor The Standard Bank of South Africa Limited Legal Advisor Webber Wentzel Transaction Advisor to Volaris PSG Capital Legal Advisor to Volaris Cliffe Dekker Hofmeyr Date: 27-07-2021 12:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.