HUGE GROUP LIMITED - Update on general offer to shareholders of Adapt IT, irrevocable undertakings and further cautionary

            
HUG
Update on general offer to shareholders of Adapt IT, irrevocable undertakings and further cautionary

HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
(Huge)

UPDATE ON THE GENERAL OFFER TO THE SHAREHOLDERS OF ADAPT IT HOLDINGS LIMITED,
IRREVOCABLE UNDERTAKINGS AND FURTHER CAUTIONARY ANNOUNCEMENT

1.   Introduction

     Huge shareholders (Huge Shareholders) are referred to the announcement
     released by Huge on SENS on 27 January 2021 (Detailed Cautionary
     Announcement), advising that Huge had given notice to the board of directors of
     Adapt IT Holdings Limited (Adapt IT) (Adapt IT Board) 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 (Adapt IT Shareholders) of
     Adapt IT (Adapt IT Shares) to acquire up to 100% of the issued Adapt IT Shares
     (Proposed Transaction).

     Following discussions with the Takeover Regulation Panel, and the concerns raised
     by the Adapt IT Board regarding the necessary Huge Shareholder approvals (see
     paragraph 2 below), additional information has been provided to both, which the
     board of directors of Huge (Huge Board) believes confirms that Huge is ready,
     able and willing to proceed with the Offer, which statement was first noted in the
     Detailed Cautionary Announcement.

2.   Irrevocable undertakings

     As stated in the Detailed Cautionary Announcement, the Offer is subject to the
     fulfilment of the following conditions precedent:

      2.1    Huge Shareholder approval in terms of paragraph 9.20 of the JSE Listings
             Requirements;
      2.2    that the minimum percentage of Adapt IT Shares required to be tendered
             by Adapt IT Shareholders before Huge is required to accept all tendered
             Adapt IT Shares is 0.01% of the Adapt IT Shares; and
      2.3    the issue of a compliance certificate by the Takeover Regulation Panel, in
             relation to the Offer, as contemplated in Regulation 102(13) of the
             Companies Regulations, 2011.

     In this regard, the Huge Board has procured irrevocable undertakings from Huge
     Shareholders holding 79.57% of the issued share capital, excluding treasury shares,
     of Huge to vote in favour of the resolutions necessary to implement the Proposed
     Transaction and the Offer.

3.   Further cautionary announcement

     Huge Shareholders are referred to the Detailed Cautionary Announcement dated
     27 January 2021 and are advised to continue to exercise caution when dealing in
     their securities until a further announcement is published. The Huge Board expects
     that further information will be contained in the Firm Intention Announcement which
     should be released as soon as reasonably possible after the date of this
     announcement.

4.   Responsibility statement

     The Huge Board accepts responsibility for the information contained in this
     announcement insofar as it relates to Huge. To the best of its knowledge and belief,
     the information contained in this announcement is true and the announcement
     does not omit anything likely to affect the importance of the information.

1 February 2021

Sponsor
Nedbank Corporate & Investment Banking, a division of Nedbank Limited

Legal Advisor
Herbert Smith Freehills South Africa LLP

Date: 01-02-2021 07:05:00
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