ADAPT IT HOLDINGS LIMITED - Volaris Offer: Disclosure of Dealing in Securities and Exit Elections

Volaris Offer: Disclosure of Dealing in Securities and Exit Elections

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: DISCLOSURE OF DEALING IN SECURITIES AND EXIT ELECTIONS


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").

   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. Dealing in Securities

   2.1. In compliance with regulation 98(3) of the Companies Regulations, 2011, as amended
        (“Companies Regulations”), shareholders are advised that during the week commencing on
        11 October 2021 Volaris acquired 808 724 Adapt IT Shares on the market, such that the entire
        beneficial shareholding held by Volaris in Adapt IT amounts to 2.285% of the total number of Adapt
        IT Shares in issue (and 2.293% of the total number of Adapt IT Shares in issue excluding treasury
        shares).

   2.2. As required in terms of regulation 98(2) of the Companies Act, Volaris has filed the required notices
        with the Takeover Regulation Panel.

3. Elections

   3.1. Adapt IT Shareholders are reminded that the Transaction is subject inter alia to the condition that
        Exit Elections are made in respect of more than 50% of the Adapt IT Shares (excluding treasury
        shares).

   3.2. As at the date of this announcement, Exit Elections have been received in respect of
        24 173 532 Adapt IT Shares which amounts to 17.55% of the total number of Adapt IT Shares in
        issue (and 17.61% of the total number of Adapt IT Shares in issue excluding treasury shares).

   3.3. Adapt IT Shareholders are hereby advised that, to the extent that the Scheme becomes
        unconditional before the expected Scheme Finalisation Date as detailed in the Joint Circular, the
        Scheme Implementation Date will be brought forward.

   3.4. Accordingly, Adapt IT Shareholders are encouraged to make their Exit Election or Continuation
        Election in respect of their Adapt IT Shares as soon as possible, for the reason set out above.

   3.5. Adapt IT Shareholders that make the Exit Election or Continuation Election should note that their
        elections are irrevocable.

4. 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.

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
18 October 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: 18-10-2021 04:00:00
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