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Volaris Offer: Status of Scheme Conditions
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: STATUS OF SCHEME CONDITIONS
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, 15 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. Status of Fulfilment of Scheme Conditions
2.1. Adapt IT Shareholders are referred to the announcement released on SENS on Monday, 18
October 2021 which provided a general update on the Volaris Offer in paragraph 3.1, and are
advised that as at the date of this announcement, the only outstanding Scheme Conditions relate
to:
2.1.1. Scheme Participants making the Exit Election (or being deemed to have made the Exit
Election) in respect of at least 50% plus one of the Adapt IT Shares (excluding Excluded
Shares) and the announcement of such result on SENS;
2.1.2. receipt of a compliance certificate or exemption issued by the Takeover Panel in terms of
the Companies Act in relation to the Scheme;
2.1.3. the approval by the competition authorities in Zimbabwe; and
2.1.4. confirmation that no Material Adverse Event has occurred.
2.2. In order to determine whether the Scheme Condition referred to in paragraph 2.1.1 above is
fulfilled taking into account the fact that the Exit Election is the Default Position, Adapt IT
Shareholders are advised that the receipt of Exit Elections will be finally tallied and announced on
SENS on the Scheme Consideration Record Date, currently expected to be Friday, 3 December
2021.
2.3. Adapt IT Shareholders are reminded that in terms of the Default Position defined in the Joint
Circular, should they not validly make the Exit Election and/or Continuation Election in respect of
any of their Adapt IT Shares, then they are deemed to have made the Exit Election in respect of
those Adapt IT Shares and consequently those Adapt IT Shares will be acquired by the Offeror by
way of expropriation.
2.4. With reference to the Scheme Condition referred to in paragraph 2.1.2 above, Adapt IT
Shareholders are advised that an application will be made to the Takeover Panel for the issue of
a compliance certificate in respect of the Scheme once the Scheme Conditions referred to in
paragraphs 2.1.1, 2.1.3 and 2.1.4 have been fulfilled or waived, as the case may be.
2.5. With reference to the Scheme Condition referred to in paragraph 2.1.3 above, the outcome of the
consideration of the Transaction by the competition authorities in Zimbabwe is expected to be
obtained by Friday, 26 November 2021, however it will be announced on SENS as soon as is
practically possible following receipt thereof.
3. Timetable
Accordingly, the Scheme Finalisation Date and Scheme Consideration Record Date are still expected
to occur on Friday, 3 December 2021. However, should this change, Adapt IT Shareholders will be
notified in advance of the Scheme LDT.
On that basis, Adapt IT Shareholders are reminded of the following anticipated dates and times in
respect of implementation of the Scheme, as previously communicated in the Joint Circular:
2021
Scheme LDT expected to be on Tuesday, 30 November
Trading in Adapt IT Shares on the JSE suspended from commencement of trade Wednesday, 1 December
on
Last day for Form of Elections (blue) to be validly lodged by Certificated Adapt Friday, 3 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 Friday, 3 December
receive the Scheme Consideration expected to be on
Expected Scheme Finalisation Date and finalisation announcement confirming Friday, 3 December
Scheme unconditionality expected to be on
Confirmation of Delisting announcement expected to be released on SENS on Monday, 6 December
Scheme Implementation Date expected to be on Tuesday, 7 December
Scheme Consideration payment to Dematerialised Adapt IT Shareholders Tuesday, 7 December
expected to be on
Scheme Consideration payment to Certificated Adapt IT Shareholders to take Tuesday, 7 December
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 Wednesday, 8 December
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 Tuesday, 30 November 2021.
2. Adapt IT Shareholders should note that, even though the Scheme is not yet
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 Wednesday, 1 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
19 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: 19-11-2021 05:15:00
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