HUGE GROUP LIMITED - Publication of Circular and Notice of General Meeting

Publication of Circular and Notice of General Meeting

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


PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

1.    PUBLICATION OF CIRCULAR

      Shareholders are referred to:

         •   the announcement released by Adapt IT Holdings Limited
             (“Adapt IT”) on SENS on 3 February 2021 and the subsequent
             announcement released by Huge on SENS on 5 February 2021,
             advising that Huge had given notice to the board of directors
             of Adapt IT that Huge intends to make a general offer as
             contemplated in section 117(c)(v) of the Companies Act, 2008
             (as amended) (“Companies Act”) to the holders of ordinary
             shares of Adapt IT to acquire up to 100% of the issued Adapt IT
             Shares (“the Proposed Transaction”); and

         •   the announcement released by Huge on 4 March 2021 relating
             to the repurchase of a number of ordinary shares in the
             Company from certain identified sellers, representing a total of
             3.2425% of the issued share capital of the Company at a price
             of 450 cents per Repurchase Share ("the Specific Repurchases").

      Huge advises that a circular in respect of the Proposed Transaction
      and the Specific Repurchases was distributed today, Monday, 14 June
      2021, to shareholders of Huge (“the Circular”).

      Copies of the Circular and the documents referred to therein 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
            Company’s website at https://hugegroup.com/huge-group-
            unlocking-business-opportunity-circulars/;

         •  by prior arrangement via email to sponsor@questco.co.za, at
            the offices of the Transaction Sponsor.

2.    NOTICE OF GENERAL MEETING AND SALIENT DATES AND TIMES

      Notice is hereby given that a general meeting of shareholders will be
      held by electronic communication in accordance with the provisions
      of section 63(2) of the Companies Act at 10:00 on Tuesday, 13 July
      2021, to consider the resolutions to approve the Proposed Transaction
      and the Specific Repurchases (“General Meeting”).
    
      Shareholders or their duly appointed proxies who wish to participate in
      the General Meeting are required to complete the Electronic
      Participation Application Form enclosed in the Circular and email
      same to The Meeting Specialist at proxy@tmsmeetings.co.za and to
      Huge at rhansa@hugegroup.com as soon as possible, but in any event
      by no later than 10:00 on Friday, 9 July 2021.

      The salient dates and times pertaining to the General Meeting are as
      follows:

                                                                           2021
        Record date to receive the notice of General             Friday, 4 June
        Meeting

        Last date to trade to be eligible to participate in    Tuesday, 29 June
        and vote at the General Meeting

        Record date to be eligible to participate in and         Friday, 2 July
        vote at the General Meeting


3.    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
14 June 2021

Financial Advisor and Transaction Sponsor
Questco Proprietary Limited

Legal Advisor
Herbert Smith Freehills South Africa LLP

Date: 14-06-2021 04:00:00
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