ADAPT IT HOLDINGS LIMITED - Voluntary Announcement

Voluntary Announcement

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”)

VOLUNTARY ANNOUNCEMENT

The board of directors of Adapt IT (“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 ApplyIT Proprietary Limited, Swicon360
Proprietary Limited, Swicon360 HCM Spectrum Proprietary Limited, ITS eVula Proprietary Limited,
Aquilon Proprietary Limited, Aquilon Evolution Holdings Proprietary Limited, Aquilon Evolution Consulting
Proprietary Limited, AspiviaUnison Proprietary Limited, Unison Communications Holdings Proprietary
Limited, Unison Communications Proprietary Limited and Aspivia Proprietary Limited (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, 2008 (Act 71 of 2008), as amended (“the Companies Act”) (“the
Amalgamation”).

The Amalgamated Company and the Amalgamating Companies all form part of the same group of
companies, with Adapt IT being the ultimate holding company.
The effective date of the Amalgamation is 1 July 2015 (“the Amalgamation Date”).
The reasons for the Amalgamation are, inter alia, to:
-   rationalise the Adapt IT group;
-   reduce the number of Adapt IT group entities;
-   achieve efficiencies and savings in, amongst other things, administrative and operational expenditure;
    and
-   simplify the Adapt IT 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.

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 2015

Sponsor
Merchantec Capital
Legal Advisers
Garlicke & Bousfield Inc.

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