03 Jun - 3 min read

Volaris Offer: Notice Period for a Revised Offer

Volaris Offer: Notice Period for a Revised Offer

ADAPT IT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/017276/06)
Share code: ADI
ISIN: ZAE000113163
(“Adapt IT” or “the Company”)

VOLARIS GROUP INC
(Incorporated in Canada)
(Corporation number: 002277095)
(“Volaris”)


VOLARIS OFFER: NOTICE PERIOD FOR A REVISED OFFER


1. Introduction

   1.1. Shareholders are referred to:

       1.1.1. the joint firm intention announcement released by Adapt IT and Volaris on SENS on
             Wednesday, 7 April 2021 relating to the offer from 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 (“Adapt IT Shares”) from the holders of the Adapt IT Shares (“Adapt IT
             Shareholders”) at a cash consideration of R6.50 per Adapt IT Share ("Volaris Offer"); and

       1.1.2. the announcement released on SENS on Tuesday, 1 June 2021 (“Announcement”) relating
             to the distribution of the joint circular to Adapt IT shareholders containing details of the Volaris
             Offer (“Joint Circular”).

   1.2. Capitalised terms used herein that are not otherwise defined, bear the meanings ascribed to them
        in the Announcement.

2. Notice Period

   2.1. Paragraph 5.5 of the Announcement stated that: “If the Supplementary Information is issued
        before the General Meeting, it will be issued no later than 7 (seven) Business Days before the
        General Meeting.”

   2.2. Adapt IT Shareholders are advised that if Supplementary Information is issued before the General
        Meeting relating to a Revised Offer, it will instead be issued no later than 15 (fifteen) Business
        Days before the General Meeting. This is consistent with paragraph 1.8 of the Joint Circular.

3. Independent Board Responsibility Statement

   The Independent 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
3 June 2021

Sponsor
Merchantec Capital

Financial Adviser to Adapt IT
The Standard Bank of South Africa Limited

Legal Adviser to Adapt IT
Webber Wentzel

Transaction Adviser to Volaris
PSG Capital

Legal Adviser to Volaris
Cliffe Dekker Hofmeyr

Date: 03-06-2021 11:40:00
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