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Volaris Offer: Results of General Meeting
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”)
VOLARIS GROUP INC
(Incorporated in Canada)
(Corporation number: 002277095)
(“Volaris”)
VOLARIS OFFER: RESULTS OF GENERAL MEETING
1. Introduction
1.1. Shareholders are referred to:
1.1.1. the joint firm intention announcement released by Adapt IT and Volaris on SENS on
Wednesday, 7 April 2021 relating to the offer from 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 (“Adapt IT Shares”) from the holders of the Adapt IT Shares (“Adapt
IT Shareholders”) for a cash consideration ("Cash Consideration") of R6.50 per Adapt
IT Share ("Volaris Offer");
1.1.2. the announcement released on SENS on Tuesday, 1 June 2021 relating to the distribution
of the joint circular to Adapt IT Shareholders containing details of the Volaris Offer (“Joint
Circular”) and incorporating the notice of the general meeting (“General Meeting”) to be
convened by Adapt IT to consider and, if deemed fit, to approve, with or without
modification, special and ordinary resolutions relating to the Volaris Offer; and
1.1.3. the announcement released on SENS on Friday, 4 June 2021, advising inter alia that
Volaris had increased the Cash Consideration to R7.00 per Adapt IT Share ("Increased
Consideration") and notifying Adapt IT Shareholders of the distribution of the independent
expert's report and independent board opinion on the Increased Consideration.
1.2. Capitalised terms used herein that are not otherwise defined, bear the meanings ascribed to them
in the Joint Circular.
2. Results of General Meeting
2.1. Adapt IT Shareholders are advised that the General Meeting was duly held today, Wednesday, 30
June 2021, and that all of the Resolutions set out in the notice of the General Meeting were passed
by the requisite majority of Adapt IT Shareholders.
3. Voting Results
3.1. The number of Adapt IT Shares represented at the General Meeting was 95 834 979 representing
69.82% of the total issued share capital of Adapt IT (excluding treasury shares).
3.2. The Resolutions proposed at the General Meeting, together with the percentage of votes exercised
for and against each Resolution, as well as the percentage of votes abstained, are set out below:
% of votes % of votes
carried for the against the % of votes
Resolution resolution resolution abstained
Special Resolution Number 1: Approval of the Scheme in 87.44 12.56 0.30
terms of sections 114 and 115 of the Companies Act by Adapt
IT Shareholders
Special Resolution Number 2: Revocation of Special 91.62 8.38 0.38
Resolution Number 1 if any Scheme Condition fails or the
Scheme otherwise lapses or fails
Special Resolution Number 3: Approval for the payment of 92.76 7.24 0.30
fees to the members of the Independent Board
Ordinary Resolution Number 1: Delisting of Adapt IT 87.37 12.63 0.26
Shares from the Main Board of the JSE following the
implementation of the Scheme, if required
Ordinary Resolution Number 2: Delisting of Adapt IT 87.37 12.63 0.26
Shares from the Main Board of the JSE following the
implementation of the Standby Offer, if required
Ordinary Resolution Number 3: Authority to implement the 91.53 8.47 0.26
Resolutions passed at the General Meeting
4. Scheme Conditions
4.1. Adapt IT Shareholders should note that the implementation of the Scheme remains subject to the
fulfilment or waiver of several Scheme Conditions by the dates set out in the Joint Circular.
4.2. Adapt IT Shareholders are hereby informed that the Scheme Condition requiring the approval of
the Scheme by the Financial Surveillance Department of the South African Reserve Bank has
been fulfilled.
4.3. Adapt IT Shareholders should note that they are already entitled to make the Continuation Election
or Exit Election in respect of their shareholding. Accordingly, the status of the Scheme Condition
which requires Exit Elections (or deemed Exit Elections) to be made in respect of more than 50%
of Adapt IT's Shares will be assessed continually and determined once sufficient Adapt IT
Shareholders submit their election to exit or continue as Adapt IT Shareholders.
4.4. An announcement will be released on SENS and published in the South African press as soon as
possible after the fulfilment or waiver, as the case may be, of all of the Scheme Conditions or any
non-fulfilment of any Scheme Condition which causes the Scheme to lapse.
3. Adapt IT Responsibility Statement
The Adapt IT Board 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.
4. 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 June 2021
Sponsor
Merchantec Capital
Financial Adviser to Adapt IT
The Standard Bank of South Africa Limited
Legal Adviser to Adapt IT
Webber Wentzel
Transaction Adviser to Volaris
PSG Capital
Legal Adviser to Volaris
Cliffe Dekker Hofmeyr
Date: 30-06-2021 05:20:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
