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Publication of circular, opening of Offer and extension of CP fulfilment date for the Specific Repurchases
HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
(“Huge” or “the Company”)
PUBLICATION OF CIRCULAR, OPENING OF OFFER AND EXTENSION OF
CONDITIONS PRECEDENT FULFILMENT DATE FOR THE SPECIFIC REPURCHASES
1. PUBLICATION OF CIRCULAR
Huge advises that a circular will be distributed today, Friday, 16 April
2021, to shareholders of Adapt IT Holdings Limited (“Adapt IT”) (“the
Circular”) in respect of the general offer (“the Offer”) as contemplated
in section 117(c)(v) of the Companies Act, 2008 (as amended) to the
holders of ordinary shares of Adapt IT (“Adapt IT Shares”) (“Adapt IT
Shareholders”) to acquire up to 100% of the issued Adapt IT Shares.
Copies of the Circular are available for inspection during normal
business hours, following a request to Whatsapp number: +27 82 903
1651 24 hours prior to inspection, at the premises of Huge at Unit 6, 1
Melrose Boulevard, Melrose Arch, Johannesburg and on the website
at https://hugegroup.com/huge-group-unlocking-business-
opportunity-circulars/.
2. OPENING OF OFFER AND SALIENT DATES AND TIMES
Adapt IT Shareholders are advised that the Offer will open at 09:00 on
Monday, 19 April 2021. Details on how to accept the Offer are
contained in the Circular.
The salient dates and times pertaining to the Offer are as follows:
2021
Record date for Adapt IT Shareholders to be Friday, 9 April
eligible to receive the Circular
Circular posted to Adapt IT Shareholders Friday, 16 April
Announcement released on SENS relating to the Friday, 16 April
posting of the Circular
Offer opens (09:00) Monday, 19 April
Anticipated date of posting of Adapt IT response Monday, 17 May
circular to Adapt IT Shareholders
General meeting of Huge shareholders to Friday, 4 June
approve the Offer on or about
Offer becomes wholly unconditional by no later Wednesday, 23 June
than (note 3)
Finalisation date announcement published on Wednesday, 23 June
SENS
Last day to trade in Adapt IT Shares in order to Tuesday, 20 July
participate in the Offer
Adapt IT Shares trade “ex” the Offer Wednesday, 21 July
Record date to determine which Adapt IT Friday, 23 July
Shareholders may accept the Offer
Offer closes at 12:00 on (“Closing Date”) Friday, 23 July
Results of Offer to be announced on SENS Monday, 26 July
Offer consideration credited to dematerialised Monday, 26 July
Offer Participants’ account at CSDP or broker as
per notes 6 and 7 below (“Settlement Date”)
Offer consideration posted to certificated Offer Monday, 26 July
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 notes 6 and 7 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. This date is dependent upon the condition precedent contained in paragraph
3.5.1 of the Circular being fulfilled by no later than this date and is subject to
change. Any change to the above date will be advised to Adapt IT Shareholders
by release on SENS and, if required, publication in the South African press.
4. No dematerialisation or rematerialisation of Adapt IT Shares will take place
between the trading ex-date and the record date, both days inclusive.
5. Adapt IT Shareholders should note that acceptance of the Offer will, subject to
paragraph 3.7.2 of the Circular, be irrevocable.
6. In the event that the fulfilment of the conditions precedent is unduly delayed, the
above dates and times relating to the crediting and posting of the Offer
consideration will be amended. Such amended dates and times will be
announced on SENS and, if required, published in the South African press.
7. Settlement of the Offer consideration will take place within six business days of the
later of the Offer being declared wholly unconditional and acceptance of the
Offer by Offer participants. The last day for settlement of the Offer consideration
is on the Settlement Date.
3. EXTENSION OF CONDITIONS PRECEDENT FULFILMENT DATE FOR THE
SPECIFIC REPURCHASES
Shareholders of Huge are referred to the announcement released on
SENS dated 3 March 2021 and, using the terms defined therein, are
advised that the date for the fulfilment of the conditions precedent for
the Specific Repurchases has been extended by mutual agreement
between each of the Sellers and Huge to 30 June 2021.
4. 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
16 April 2021
Joint Financial Advisor and Transaction Sponsor
Questco Proprietary Limited
Legal Advisor
Herbert Smith Freehills South Africa LLP
Joint Financial Advisor
PwC Corporate Finance Proprietary Limited
Date: 16-04-2021 09:00:00
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