Volaris Group Inc. (Offeror) entered into a firm intention offer letter agreement to make an offer to acquire Adapt IT Holdings Limited (JSE:ADI) from Sibusiso Shabalala, Chief executive Officer of Adapt IT, Rubistar Proprietary Limited, Nedgroup Investment Advisors Pty Limited, Tiffany Dunsdon & the Dunsdon Self Managed Super Fund and others for approximately ZAR 890 million on April 7, 2021. The offer will be made by way of a scheme of arrangement. Under the transaction, Volaris will acquire 137.261839 million shares of Adapt IT at a price of ZAR 6.5 per share in cash. As of June 4, 2021, the offer price has been increased to ZAR 7 per share. The Cash Consideration will be funded by Volaris from a combination of debt and cash. If the scheme is implemented, Adapt IT shareholders will be entitled to elect to retain all or part of their Adapt IT shares and remain invested in Adapt IT as a delisted company, with the default position being that if Adapt IT Shareholders do not make valid elections, they will be deemed to have made Exit Elections in respect of all their Adapt IT Shares. In the event that the Scheme becomes operative, the listing of the Adapt IT Shares on the Main Board of the JSE will be terminated following the approval of the Scheme Delisting Resolution, unless the Scheme Delisting Resolution is not approved by the requisite majority of Adapt IT Shareholders and the Offeror waives the Scheme Condition relating to such approval being obtained. If the scheme is not proposed or fails, Volaris will make a general offer to the Adapt IT shareholders to acquire at least 50% of Adapt IT shares. To the extent that the General Offer is implemented, the listing of the Adapt IT Shares on the Main Board of the JSE will be terminated following the approval of the General Offer Delisting Resolution, unless the General Offer Delisting Resolution is not approved by the requisite majority of Adapt IT Shareholders and the Offeror waives the suspensive condition relating to such approval being obtained. Only Adapt IT Shareholders who have accepted the General Offer will sell their Adapt IT Shares to the Offeror for the Cash Consideration. Those Adapt IT Shareholders who do not accept the General Offer will remain shareholders in Adapt IT, which may become an unlisted subsidiary of the Offeror. Adapt IT undertakes to pay to Volaris a break fee equal to 1% of the Maximum Cash Consideration plus value-added tax (?Break Fee?) in case of termination of the scheme by Adapt IT. On April 30, 2021, The Huge Offer circular was posted on April 16, 2021, which means that in terms of Regulation 102(9) of the Companies Regulations, the offeree response circular (?Huge Response Circular?) is due to be distributed by Adapt IT by no later than May 17, 2021 to Adapt IT Shareholders and the Independent Board has retained an independent expert on companies? regulation and confirms to Volaris that it will recommend to the Adapt IT Shareholders to vote in favor. As of May 17, 2021, the Independent Board has retained an independent expert on companies? regulation and the condition for the board approval has been waived off. As of June 30, 2021, shareholders of Adapt IT has approved the transaction. Adapt IT Shareholders Sibusiso Shabalala, Rubistar Proprietary Limited, Nedgroup Investment Advisors Pty Limited and Tiffany Dunsdon & the Dunsdon Self Managed Super Fund holding 10.4%, 2.8%, 5.1% and 3.3% respectively of the aggregate of the issued Adapt IT Shares (excluding treasury shares), have furnished irrevocable undertakings in respect of the Transaction. Transaction is subject to fulfilment or, if appropriate, waiver of the conditions by no later than February 28, 2022, including all requisite regulatory approvals required for the Scheme have been obtained from the JSE, the TRP, the Financial Surveillance Department of the South African Reserve Bank and the South African and other applicable foreign competition authorities, the approval of the Scheme by the requisite majority of Adapt IT Shareholders for the scheme and for the termination of Adapt IT's listing on the Main Board of the JSE, Adapt IT Shareholders holding at least 50% plus one of the Adapt IT Shares making the Exit Election as part of the implementation of the Scheme, the executive directors of Adapt IT as at April 4, 2021, make the Continuation Election in respect of at least 90% of the Adapt IT Shares they hold directly or indirectly; The Standard Bank of South Africa Limited has provided such consent or approval as may be required under the written facility agreements entered into between it and the Adapt IT group, in order for the Scheme to be able to be implemented without triggering any event of default or other potential adverse consequence under the Facility Agreements, no material adverse event has occurred and other conditions. As of October 5, 2021,the Competition Commission (CompCom) has approved Canadian software company Volaris Group's offer to acquire Adapt IT. The Independent Board of Adapt IT recommends its shareholders to vote in favor of the scheme. Volaris has extended the Fulfilment Date. Shareholders are thus advised that the deadline for fulfilment of the Scheme Proposal Conditions have been extended to May 7, 2021 and the deadline for fulfilment of the Scheme and Standby Offer Condition has been extended to July 31, 2021. The meeting of the shareholders of Adpt IT is scheduled on June 30, 2021 to consider the transaction. As of July 27, 2021, deadline for fulfilment of the Scheme and Standby Offer Condition has been extended to September 30, 2021. As of September 29, 2021, deadline for fulfilment of the Scheme and Standby Offer Condition has been extended to October 15, 2021. The independent board of Adapt IT, established by Adapt IT in relation to the Volaris Offer, comprises Craig Michael Chambers, Oliver Darrel Fortuin, Catherine-Candice Koffman and Innocentia Zizipho Nyanga. Nodus Capital (Proprietary) Limited acted as an independent expert to the independent board of Adapt IT. As of April 23, 2021, Volaris Group Inc. has received irrevocable undertakings from Blacksheep Master Fund Limited, an Adapt IT Shareholder, confirming its undertaking to vote in favour of the Scheme Resolution, the Scheme Delisting Resolution and the general offer delisting resolution. In July, 69% of Adapt IT's total investor base voted in favour of the Volaris offer, while 31% did not attend the meeting. With 2% taken up by Huge in August that leaves 29% still on the fence. The Standard Bank of South Africa Limited acted as financial advisor and Webber Wentzel acted as legal advisor to Adapt IT. PSG Capital (Pty) Limited acted as financial advisor and Cliffe Dekker Hofmeyr acted as legal advisor to Volaris Group Inc. Volaris Group Inc. (Offeror) completed the acquisition of Adapt IT Holdings Limited (JSE:ADI) from Sibusiso Shabalala, Chief executive Officer of Adapt IT, Rubistar Proprietary Limited, Nedgroup Investment Advisors Pty Limited, Tiffany Dunsdon & the Dunsdon Self Managed Super Fund and others on October 15, 2021. Transaction is subject to following conditions the approval by the competition authorities in Zimbabwe and Nigeria; the issuance of a compliance certificate by the TRP; consenting in writing to the change of control of Adapt IT as a result of the implementation of the Scheme; Executive Directors of Adapt IT as at April 4,2021 making the Continuation Election in respect of at least 90% of their Adapt IT Shares; amendment of Adapt IT's VARP to allow for its continued operation for Adapt IT employees should Adapt IT be delisted from the Main Board of the JSE and the waiver of a comparable offer by participants of the VARP; a MAE not having occurred and the receipt of Exit Elections in respect of at least 50% plus one of the Adapt IT Shares. As per filing dated November 15, 2021 Exit Elections have been received in respect of 26,221,826 Adapt IT Shares which amounts to 19.03% of the total number of Adapt IT Shares.