ADAPT IT HOLDINGS LIMITED - Volaris Offer: Fulfilment and Waiver of Scheme Proposal Conditions

Volaris Offer: Fulfilment and Waiver of Scheme Proposal 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: FULFILMENT AND WAIVER OF SCHEME PROPOSAL CONDITIONS


1. Introduction

   Shareholders are referred collectively to:

   1.1. the joint firm intention announcement released by Adapt IT and Volaris on SENS on Wednesday,
        7 April 2021 ("FIA") relating to the offer by Volaris ("Volaris Offer") 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”)
        at a cash consideration of R6.50 per Adapt IT Share by way of a scheme of arrangement (as
        contemplated in paragraph 2.1.1 of the FIA) ("Scheme") or, if the Scheme is not proposed or fails,
        a general offer (as contemplated in paragraph 2.1.2 of the FIA); and
   1.2. the joint announcements released by Adapt IT and Volaris on SENS on Friday, 30 April 2021 and
        on Monday, 10 May 2021 relating to, inter alia, the extensions of the deadline for certain conditions
        in respect of the Volaris Offer.


2. Fulfilment and Waiver of Scheme Proposal Conditions

   2.1. Paragraphs 5.2.1 and 5.2.2 of the FIA contain conditions in respect of the proposal of the Scheme.
   2.2. Adapt IT Shareholders are hereby advised that
       2.2.1. the condition set out in paragraph 5.2.1 of the FIA has been fulfilled; and
       2.2.2. the condition set out in paragraph 5.2.2 of the FIA has been waived by Volaris.


3. Distribution of the Joint Circular and Delisting Details

   Adapt IT Shareholders are reminded that the joint circular will be distributed by no later than 4 June
   2021 (“Circular”). With regard to the potential delisting of the Company from the Main Board of the JSE
   Limited as a result of the Volaris Offer, the Circular will contain further information relating thereto.


4. Volaris Statement

    Volaris has noted the allegations made against the Chief Executive Officer of Adapt IT, Mr. Sbu
    Shabalala, and the decision of the Adapt IT board to grant him a leave of absence for a three month
    period in order to attend to personal matters. Volaris acknowledges the responsibility of the Adapt IT
    board to address this matter and will allow for due process to run its course before providing further
    comment on the matter.


5. Adapt IT 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.


6. 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
17 May 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: 17-05-2021 02:35:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
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.