HUGE GROUP LIMITED - Detailed cautionary announcement regarding a general offer

Detailed cautionary announcement regarding a general offer

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

DETAILED CAUTIONARY ANNOUNCEMENT REGARDING A GENERAL OFFER

1.   Introduction

     Huge shareholders are advised that Huge has today given notice to the board of
     directors of Adapt IT Holdings Limited (“Adapt IT”) that Huge has 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 (“Shareholders”) of Adapt IT
     (“Adapt IT Shares”) to acquire all of the issued Adapt IT Shares.

2.   Material terms of the Offer

     The material terms of the Offer are as follows:

     2.1     Huge irrevocably offers to purchase all of the issued Adapt IT Shares on
             the basis that Huge offers to purchase from each Shareholder all, or any,
             of its Adapt IT Shares for a consideration (“Sale Consideration”) equivalent
             to 552 cents per Adapt IT Share. The Sale Consideration represents a 33%
             premium on the 30-day weighted average traded price (as defined in the
             JSE Listings Requirements) of Adapt IT Shares on the trading day
             immediately preceding the date of the offer letter (“Offer Letter”), being
             26 January 2021.

     2.2     Huge shall discharge its obligations in relation to the Sale Consideration by
             issuing to each Shareholder that accepts the Offer (each a “Seller”)
             authorised ordinary shares (“Consideration Shares”) of Huge (“Huge
             Shares”) at a swap ratio of 0.9 for each Adapt IT Share tendered (“Sale
             Shares”) (rounded up to the nearest whole number of Consideration
             Shares). For avoidance of doubt each Seller will receive 0.9 Consideration
             Shares in consideration for each Sale Share, rounded up to the nearest
             whole number of Consideration Shares. The swap ratio is based on a
             reference price of 613 cents per Huge Share.

     2.3     The Offer is conditional as to acceptances on the basis that the minimum
             percentage of Adapt IT Shares required to be tendered by Shareholders
             before Huge is required to accept all tendered Adapt IT Shares is 0.01% of
             the Adapt IT Shares.

     2.4     The Offer is subject to the following further conditions:
 
             2.4.1   the shareholders of Huge shall have approved the implementation
                     of the Offer in terms of paragraph 9.20 of the JSE Listings
                     Requirements; and

             2.4.2   the Takeover Regulation Panel shall have issued a compliance
                     certificate in relation to the Offer as contemplated in Regulation
                     102(13) of the Companies Regulations.

3.   Huge shareholders are advised that the Offer, if successfully concluded, may have
     a material effect on the price of the Company’s securities.

     Accordingly, shareholders are advised to exercise caution when dealing in the
     Company’s securities until Huge is in a position to publish a further announcement
     of the details of the Offer not yet disclosed.


27 January 2021

Sponsor
Nedbank Corporate & Investment Banking

Date: 27-01-2021 05:37:00
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