HUG
Detailed cautionary announcement regarding a general offer
HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
(Huge or the Company or the Group)
DETAILED CAUTIONARY ANNOUNCEMENT REGARDING A GENERAL OFFER
1. Introduction
Huge shareholders are advised that Huge has today given notice to the board of
directors of Adapt IT Holdings Limited (Adapt IT) that Huge has made a general
offer (Offer) as contemplated in section 117(c)(v) of the Companies Act, 2008
(as amended) to the holders of ordinary shares (Shareholders) of Adapt IT
(Adapt IT Shares) to acquire all of the issued Adapt IT Shares.
2. Material terms of the Offer
The material terms of the Offer are as follows:
2.1 Huge irrevocably offers to purchase all of the issued Adapt IT Shares on
the basis that Huge offers to purchase from each Shareholder all, or any,
of its Adapt IT Shares for a consideration (Sale Consideration) equivalent
to 552 cents per Adapt IT Share. The Sale Consideration represents a 33%
premium on the 30-day weighted average traded price (as defined in the
JSE Listings Requirements) of Adapt IT Shares on the trading day
immediately preceding the date of the offer letter (Offer Letter), being
26 January 2021.
2.2 Huge shall discharge its obligations in relation to the Sale Consideration by
issuing to each Shareholder that accepts the Offer (each a Seller)
authorised ordinary shares (Consideration Shares) of Huge (Huge
Shares) at a swap ratio of 0.9 for each Adapt IT Share tendered (Sale
Shares) (rounded up to the nearest whole number of Consideration
Shares). For avoidance of doubt each Seller will receive 0.9 Consideration
Shares in consideration for each Sale Share, rounded up to the nearest
whole number of Consideration Shares. The swap ratio is based on a
reference price of 613 cents per Huge Share.
2.3 The Offer is conditional as to acceptances on the basis that the minimum
percentage of Adapt IT Shares required to be tendered by Shareholders
before Huge is required to accept all tendered Adapt IT Shares is 0.01% of
the Adapt IT Shares.
2.4 The Offer is subject to the following further conditions:
2.4.1 the shareholders of Huge shall have approved the implementation
of the Offer in terms of paragraph 9.20 of the JSE Listings
Requirements; and
2.4.2 the Takeover Regulation Panel shall have issued a compliance
certificate in relation to the Offer as contemplated in Regulation
102(13) of the Companies Regulations.
3. Huge shareholders are advised that the Offer, if successfully concluded, may have
a material effect on the price of the Companys securities.
Accordingly, shareholders are advised to exercise caution when dealing in the
Companys securities until Huge is in a position to publish a further announcement
of the details of the Offer not yet disclosed.
27 January 2021
Sponsor
Nedbank Corporate & Investment Banking
Date: 27-01-2021 05:37:00
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HUGE GROUP LIMITED - Detailed cautionary announcement regarding a general offer
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