ADAPT IT HOLDINGS LIMITED - Pro Forma Financial Effects of Huge Offer and Withdrawal of Cautionary Announcement

Pro Forma Financial Effects of Huge Offer and Withdrawal of Cautionary 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”)


PRO FORMA FINANCIAL EFFECTS OF HUGE OFFER AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT


1. Introduction

   Shareholders are referred to the announcements dated 28 January 2021, 3 February 2021,
   15 February 2021 and 30 March 2021, relating to the unsolicited firm intention by Huge Group Limited
   (“Huge”) to make a general offer to acquire up to 100% of the entire issued share capital of Adapt IT
   (“Huge Offer”). The Huge Offer circular was posted today and, accordingly, shareholders are advised
   that the pro forma financial effects in relation to the Huge Offer, as required in terms of Regulation
   101(7)(b)(iv), have been finalised and are set out below.

2. Pro forma financial effects of the Huge Offer

   The table below sets out the pro forma financial effects of the Huge Offer on the audited group results
   of Adapt IT for the year ended 30 June 2020.

   The pro forma financial effects have been extracted from Annexure 3 – Pro Forma Financial Information
   of the Huge Offer Circular and the swap ratio of 0.9 Huge Shares for each Adapt IT share has been
   applied to reflect the impact for an Adapt IT shareholder.

   The pro forma financial effects have been prepared to illustrate the impact of the Huge Offer had the
   Huge Offer occurred on 1 July 2019 for purposes of the statement of comprehensive income and on 30
   June 2020 for purposes of the statement of financial position.

   The pro forma financial effects, which are the responsibility of the directors of the Company, are
   provided for illustrative purposes only and, because of their pro forma nature may not fairly present
   Adapt IT’s financial position, changes in equity, results of operations or cash flow nor the effect and
   impact of the Huge Offer going forward.

                                                                       Pro forma
                                                        Before the     after the          %
                                                     Huge Offer(1)   Huge Offer(2)   Change
   Basic earnings per Share (cents)                          51.47         50.73        (1)
   Headline earnings per Share (cents)                       66.88         57.05       (15)
   Net asset value per Share (cents)                        543.85        517.17        (5)
   Tangible net asset value per Share (cents)              (98.69)          7.49         92
      
   Notes:

   1.   Extracted from Annexure 3 – Pro Forma Financial Information of the Huge Offer Circular and the Audited
        Group results of Adapt IT for the year ended 30 June 2020.

   2.   The “Pro forma after the Huge Offer” has been extracted from Annexure 3 – Pro Forma Financial
        Information of the Huge Offer Circular and treats the Huge Offer as if it had occurred on 1 July 2019 for
        statement of comprehensive income purposes and on 30 June 2020 for statement of financial position
        purposes. The swap ratio has been applied to the extracted figures to reflect the effect of the Huge Offer
        for an Adapt IT shareholder.

3. Withdrawal of Cautionary

   Shareholders are referred to the cautionary announcement dated 28 January 2021 as well as the
   renewals of cautionary announcements dated 3 February 2021, 15 February 2021 and 30 March 2021
   and are hereby advised that, as the pro forma financial effects in relation to the Huge Offer have been
   disclosed in this announcement, caution is no longer required to be exercised when dealing in the
   Company’s securities.

4. Adapt IT Response Circular

   Adapt IT has commenced with the approval process of the Adapt IT response circular in order to issue
   the Adapt IT response circular as soon as practicably possible, which is expected to be on or about 17
   May 2021. Adapt IT therefore reminds its shareholders not to make any decisions, take any actions or
   provide any undertakings in relation to the Huge Offer, until they have received the opinions of the
   Independent Board (defined in the announcement of 3 February 2021) and the Independent Expert
   (referred to in the announcement of 15 February 2021), as to whether or not the Huge Offer
   Consideration is fair and reasonable.

5. Responsibility Statement

   Save for the above pro forma financial information which has been extracted from the Huge Offer
   circular, the Independent Board accepts responsibility for the information contained in this
   announcement and certifies 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
16 April 2021

Sponsor
Merchantec Capital

Financial Adviser
The Standard Bank of South Africa Limited

Legal Adviser
Webber Wentzel

Date: 16-04-2021 02:55:00
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