Wrap Text
Volaris Offer: Revised Important Dates and Times Relating to the Scheme
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: REVISED IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
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, 29 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 (“Joint Circular”).
2. Delay in the fulfilment of Scheme Conditions
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 has been revised, as
set out in paragraph 3 below.
2.2. Adapt IT Shareholders should take note that the expected Record Date, being the last date by
which either the Exit Election or Continuation Election can be made, is also extended to Thursday,
30 December 2021.
2.3. Adapt IT Shareholders are reminded that in terms of the Default Position, should they not validly
make the Exit Election and/or Continuation Election in respect of any of their Adapt IT Shares,
they will be deemed to have made the Exit Election in respect of those Adapt IT Shares and
consequently those Adapt IT Shares will be acquired by Volaris.
3. Revised Expected Timetable
3.1. The below dates and times are subject to such changes as may be agreed to by Adapt IT and
Volaris and approved by the Takeover Panel and/or the JSE, if required.
3.2. If all the Scheme Conditions, save for:
3.2.1.the issuance of a compliance certificate by the Takeover Panel; and
3.2.2. the receipt of Exit Elections in respect of at least 50% plus one of the Adapt IT Shares,
are not fulfilled or, where applicable, waived by Friday, 17 December 2021, an updated timetable
will be released on SENS.
3.3. Adapt IT Shareholders are accordingly advised of the revised expected important dates and times
in respect of the implementation of the Scheme set out below.
2021
Scheme LDT expected to be on Friday, 24 December
Trading in Adapt IT Shares on the JSE suspended from commencement of trade Tuesday, 28 December
on
Last day for Form of Elections (blue) to be validly lodged by Certificated Adapt Thursday, 30 December
IT Shareholders with the Transfer Secretaries and elections to be made by
CSDPs or Brokers of Dematerialised Adapt IT Shareholders expected to be by
12:00 on
Scheme Consideration Record Date to be recorded in the Register in order to Thursday, 30 December
receive the Scheme Consideration expected to be on
Expected Scheme Finalisation Date and finalisation announcement confirming Thursday, 30 December
Scheme unconditionality expected to be by no later than 17:00 on
Confirmation of Delisting announcement expected to be released on SENS on Friday, 31 December
2022
Scheme Implementation Date expected to be on Monday, 3 January
Scheme Consideration payment to Dematerialised Adapt IT Shareholders Monday, 3 January
expected to be on
Scheme Consideration payment to Certificated Adapt IT Shareholders to take Monday, 3 January
place within 5 Business Days of (assuming surrender of Documents of Title and
duly completed Form of Surrender, Transfer or Acceptance) the date that is
expected to be on
Termination of listing of Adapt IT Shares on the JSE at commencement of trade Tuesday, 4 January
expected to be on
Notes:
1. No dematerialisation or rematerialisation of Adapt IT Shares may take place from the
commencement of business on the Business Day following the Scheme LDT. The Scheme
LDT is expected to be on Friday, 24 December 2021.
2. Adapt IT Shareholders should note that, even though the Scheme will not yet be
unconditional as at the Scheme LDT, trading in Adapt IT Shares on the JSE will be
suspended from the commencement of trade on the next Business Day, which is
expected to be Tuesday, 28 December 2021 and Adapt IT Shareholders will accordingly
not be able to trade their Adapt IT Shares after such date.
3. If the Scheme does not become unconditional on the Scheme Consideration Record
Date, it will be announced that the Scheme has failed and trading in Adapt IT Shares
will resume.
4. All times referred to in this announcement are references to South African Standard Time.
4. 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.
5. 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
30 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: 30-11-2021 07:15:00
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