ADAPT IT HOLDINGS LIMITED - Volaris Offer: Update Regarding the Scheme Timetable

Volaris Offer: Update Regarding the Scheme Timetable

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: UPDATE REGARDING THE SCHEME TIMETABLE


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 the Adapt IT Shareholders for a cash consideration of R7.00 per Adapt IT share ("Volaris
        Offer"), the last of which was released on SENS on Monday, 22 November 2021.

   1.2. Capitalised terms used herein that are not otherwise defined, bear the meanings ascribed to them
        in the joint circular distributed to Adapt IT Shareholders relating to the Volaris Offer dated 1
        June 2021.

2. Update regarding the Scheme Timetable

   2.1. Adapt IT Shareholders are referred to the announcement released on SENS on Friday, 19
        November 2021 and are advised that, because the Scheme Condition related to approval of the
        Transaction by the Zimbabwean competition authorities (as detailed in paragraph 2.1.3 thereof)
        has not yet been fulfilled, the expected timetable in respect of the Scheme cannot be implemented
        and will therefore need to be revised.

   2.2. The Company is currently determining a revised timetable, which will be announced on SENS in
        due course.

3. Independent Board Responsibility Statement

   The Independent Board of Adapt IT 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
29 November 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: 29-11-2021 11:00:00
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