ADAPTIT HOLDINGS LIMITED - Voluntary Announcement

Voluntary Announcement

ADAPTIT HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017276/06)
Share code: ADI ISIN: ZAE000113163
(“AdaptIT” or “the Company”)


                                         VOLUNTARY ANNOUNCEMENT


The board of directors of AdaptIT (“the Board”) is pleased to advise shareholders that agreement has
been reached between the Company’s wholly-owned subsidiary, Adapt IT Proprietary Limited (“Adapt IT
Proprietary Limited” or the “Amalgamated Company”), and B I Planning Services Proprietary Limited
(“BIPS”), ITS Abacus Proprietary Limited (“ITS Abacus”), ITS Africa Technologies Proprietary Limited
(“ITS Africa”), ITS Holdings Proprietary Limited (“ITS Holdings”), ITS Tertiary Software Proprietary Limited
(“ITS Software”) and Synet Proprietary Limited (“Synet”) (collectively referred to hereinafter as the
“Amalgamating Companies”), in terms of which the Amalgamating Companies shall be amalgamated into
Adapt IT Proprietary Limited in accordance with the provisions of sections 113, 115 and 116 of the
Companies Act, Act 71 of 2008 (“the Companies Act”) (“the Amalgamation”). The Amalgamated Company
and the Amalgamating Companies all form part of the same group of companies, with AdaptIT being the
ultimate holding company.

The effective date of the Amalgamation is 1 July 2013 (“the Amalgamation Date”).
The reasons for the Amalgamation are, inter alia, to:
-       rationalise the AdaptIT group;
-       reduce the number of AdaptIT group entities;
-       achieve efficiencies and savings in, amongst other things, administrative and operational expenditure;
        and
-       simplify the AdaptIT group structure.

With effect from the Amalgamation Date and pursuant to section 116(7) of the Companies Act:
-       all of the Property of each Amalgamating Company becomes the sole Property of the Amalgamated
        Company; and
-       the Amalgamated Company becomes liable for all of the obligations of every Amalgamating
        Company.
Furthermore, shareholders are advised that:
-       in accordance with section 113(3) of the Companies Act, with effect from the Amalgamation Date,
        the securities of ITS Abacus, ITS Africa, ITS Software and Synet, which are held by ITS Holdings as
        one of the Amalgamating Companies, are cancelled without any repayment of capital in respect
        thereof;
-       since AdaptIT is the holding company of Adapt IT Proprietary Limited, BIPS and ITS Holdings, and
        will continue to be the holding company of the Amalgamated Company on and after the
        Amalgamation Date, the securities of BIPS and ITS Holdings shall not, upon Amalgamation, be
        converted into securities of the Amalgamated Company, but shall instead be cancelled without any
        consideration or repayment of capital in respect thereof;
-       on and from the Amalgamation Date, all of the assets and liabilities of the Amalgamating Companies
        shall vest in the Amalgamated Company;
    -   the Amalgamated Company will have three separate reporting divisions, being:
        o   the Johannesburg Division (consisting of the assets and liabilities previously held by BIPS);
   o   the Pretoria Division (consisting of the assets and liabilities previously held by ITS Abacus, ITS
       Holdings, ITS Tertiary Software, ITS Africa and Synet, and which assets include the shares in two
       offshore companies being ITS Australasia Limited and ITS Europe); and
   o   the Durban Division (consisting of the assets and liabilities previously held by Adapt IT
       Proprietary Limited.

Although the Amalgamation does not require any formal disclosure in terms of the Listings Requirements
of the JSE Limited, the Board would like to keep shareholders informed of the ongoing activities of
AdaptIT.

Shareholders are also advised that the Takeover Regulation Panel has exempted the Amalgamation, in
terms of section 119(6) of the Companies Act.


Durban
1 July 2013

Sponsor
Merchantec Capital

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