20 Jul - 3 min read

Finalisation announcement

Finalisation announcement

HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
(“Huge” or “the Company”)

FINALISATION ANNOUNCEMENT

Adapt IT shareholders are referred to the previous announcements released by
Huge on SENS on:
   -   27 January 2021 and 5 February 2021, advising that Huge had given
       notice to the board of directors of Adapt IT Holdings Limited (“Adapt IT”)
       (with share code: ADI; ISIN: ZAE000113163) that Huge had made a
       general offer (“Offer”) as contemplated in section 117(c)(v) of the
       Companies Act, 2008 (as amended) to the holders of ordinary shares
       (“Adapt IT Shareholders”) of Adapt IT (“Adapt IT Shares”) to acquire up
       to 100% of the issued Adapt IT Shares;
   -   28 May 2021, wherein Huge revised the Offer consideration to a swap
       ratio of 1.37 Huge shares for each Adapt IT Share tendered; and
   -   13 July 2021, advising Adapt IT Shareholders that all the resolutions
       proposed at the general meeting of Huge shareholders held on 13 July
       2021 were approved by the requisite majority of votes, and that the
       Offer was declared wholly unconditional following the fulfillment of all
       conditions precedent.

Adapt IT Shareholders are advised that the salient dates and times pertaining
to the closing of the Offer remain unchanged from those announced on 23
June 2021, and are as follows:


                                                                         2021

 Last day to trade in Adapt IT Shares in order to            Tuesday, 27 July
 participate in the Offer

 Adapt IT Shares trade “ex” the Offer                      Wednesday, 28 July

 Record date to determine which Adapt IT                      Friday, 30 July
 Shareholders may accept the Offer

 Offer closes at 12:00 on (“Closing Date”)                    Friday, 30 July

 Results of Offer to be announced on SENS                    Monday, 2 August

 Offer consideration credited to dematerialised              Monday, 2 August
 Offer Participants’ account at CSDP or broker as
 per note 6 below (“Settlement Date”)

 Offer consideration posted to certificated Offer            Monday, 2 August
 participants (subject to receipt by Adapt IT’s
 transfer secretaries of documents of title on or
 prior to 12:00 on the Closing Date and a duly
 completed form of acceptance and transfer) as
 per note 6 below

Notes:
1.  Certificated Adapt IT Shareholders are required to complete and return the form of
    acceptance and transfer in accordance with the instructions contained therein to be
    received by Adapt IT’s transfer secretaries by no later than 12:00 on the Closing Date.
2.  Any change to the above dates and times will be agreed upon by Huge and the
    Takeover Regulation Panel and Adapt IT Shareholders will be advised by release on SENS
    and, if required, publication in the South African press. All times indicated above are South
    African times.
3.  No dematerialisation or rematerialisation of Adapt IT Shares will take place between the
    trading ex-date and the record date, both days inclusive.
4.  Adapt IT Shareholders should note that acceptance of the Offer will, subject to paragraph
    3.7.2 of the Circular, be irrevocable.
5.  Settlement of the Offer consideration will take place within six business days of the later of
    the date of the Offer being declared wholly unconditional and the date of acceptance
    of the Offer by Offer participants. The last day for settlement of the Offer consideration is
    the Settlement Date.

Responsibility Statement

The Board accepts responsibility for the information contained in this
announcement insofar as it relates to Huge. To the best of its knowledge and
belief, the information contained in this announcement is true and the
announcement does not omit anything likely to affect the importance of the
information.


Johannesburg
20 July 2021

Corporate Advisor and Transaction Sponsor
Questco Proprietary Limited

Legal Advisor
Herbert Smith Freehills South Africa LLP

Date: 20-07-2021 11:15:00
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