ADAPT IT HOLDINGS LIMITED - Notice in terms of Section 45(5) of the Companies Act 71 of 2008

Adapt IT Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/017276/06)
Share code: ADI ISIN: ZAE000113163
('Adapt IT' or 'the Company')



NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008



In terms of the provisions of section 45(5) of the Companies Act, 2008 (Act 71 of 2008), as amended
('Companies Act'), and pursuant to the special resolution passed at the annual general meeting of the
Company held on 7 November 2014 authorising the board of directors of Adapt IT ('Board') to provide
direct or indirect financial assistance to related and inter-related parties, notification is hereby given by
the Company that the Board has adopted a resolution in terms of section 45(3)(b) of the Companies
Act authorising the Company to bind itself as surety for, and co-principal debtor with its wholly owned
subsidiary, Adapt IT Proprietary Limited ('Subsidiary') in the amount of R216 815 000 in respect of all
of the Subsidiary's obligations to the sellers under a share purchase agreement for the acquisition by
the Subsidiary of the entire issued shares in, and claims against, CQS Investment Holdings Proprietary
Limited.


In accordance with section 45 of the Companies Act, the Board is satisfied and acknowledges that:


i.    immediately after providing such financial assistance, the Company would have satisfied the
      solvency and liquidity test as provided for in section 4 of the Companies Act; and
ii.   the terms under which such financial assistance would be given are fair and reasonable to the
      Company.

Johannesburg
27 October 2015

Sponsor
Merchantec Capital


Date: 27/10/2015 09:35:00 Supplied by www.sharenet.co.za                     
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