Huge Group Limited (JSE:HUG) made an offer to acquire Adapt IT Holdings Limited (JSE:ADI) for approximately ZAR 740 million on January 26, 2021. Huge Group Limited made an offer to acquire Adapt IT Holdings Limited for approximately ZAR 990 million on May 28, 2021. As per the offer, Huge Group Limited will issue 0.9 shares for each share of Adapt IT Holdings Limited. As per the new offer, Huge Group Limited will issue 1.37 shares for each share of Adapt IT Holdings Limited. The transaction is subject to approval from the shareholders of Huge Group Limited, approval of South African competition authorities and issuance of compliance certificate from Takeover Regulation Panel. The offer is conditional as to acceptances on the basis that the minimum percentage of Adapt IT Holdings Limited shares required to be tendered by shareholders before Huge Group Limited is required to accept all tendered Adapt IT Holdings Limited is 0.01% of the Adapt IT Holdings Limited shares. Board of Huge has procured irrevocable undertakings from Huge shareholders holding 79.57% of the issued share capital of Huge to vote in favour of the resolutions necessary to implement the proposed transaction and the offer. Transaction was approved by board of Huge. An independent Board comprising Craig Chambers, Oliver Fortuin, Catherine Koffman and Zizipho Nyanga was constituted. Circular to Huge shareholders relating to the Proposed Transaction has been delayed and is expected to be distributed on or before May 7, 2021. Huge will publish the Circular by no later than April 6, 2021. Huge further extended the distribution of the circular until April 16, 2021. On June 10, 2021, Huge Group has received acceptances of the Offer from Adapt IT Shareholders holding 0.08 million of Adapt IT Shares constituting 0.583% of the issued Adapt IT Shares. The condition precedent has therefore been fulfilled and the Offer is now unconditional as to acceptances. The Offer is still conditional upon receipt of a compliance certificate from the Takeover Regulation Panel. The offer will close on July 23, 2021. As of May 28, 2021, the offer will close on July 30, 2021.

Herbert Smith Freehills South Africa LLP acted as legal advisor to Huge Group Limited and received ZAR 0.45 million as fee. Johan le Roux CA of Nodus Capital (Proprietary) Limited acted as an Independent expert, The Standard Bank of South Africa Limited acted as financial advisor and Webber Wentzel acted as legal advisor to Adapt IT Holdings Limited. PricewaterhouseCoopers Corporate Finance (Pty) Ltd. and QuestCo (Pty) Limited acted as the financial advisors to Huge Group Limited and received ZAR 18.8 million and ZAR 0.18 million as fees respectively. Candice Whitefield of Moore Johannesburg Inc acted as the accountant to Huge Group Limited and received ZAR 0.09 million acted as fee. Computershare Investor Services Proprietary Limited acted as the registrar to Adapt IT. The transaction, if successfully completed may have material effect on the price of Huge Group Limited securities.