HUGE GROUP LIMITED - Specific Repurchases of Huge Shares

Specific Repurchases of Huge Shares

HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
(“Huge” or “the Company”)

SPECIFIC REPURCHASES OF HUGE SHARES

1.    Introduction and rationale

1.1   Shareholders are advised that, on 25 February 2021, the Board of Directors of the
      Company approved the execution of separate agreements ("Repurchase
      Agreements") in terms of which the Company will, subject to the conditions
      precedent stipulated in paragraph 2.2 below, repurchase from the Sellers (as
      defined below) a number of ordinary shares in the Company (“Huge Shares”)
      representing a total of 3.2425% of the issued share capital of the Company (the
      “Repurchase Shares") ("the Specific Repurchases") at a price of 450 cents per
      Repurchase Share (“the Repurchase Price”), as follows:

      1.1.1    2 724 454 Huge Shares from CNET Empowerment Proprietary Limited
               (Registration number 2011/14137/07);
      1.1.2    1 751 434 Huge Shares from DM Holdco Proprietary Limited (Registration
               number 2011/141372/07); and
      1.1.3    1 111 112 Huge Shares from Praesidium Capital Management Limited
               (Registration number 2003/012046/07) (“Praesidium”),

      (collectively, “the Sellers”).

1.2   The Repurchase Shares will be cancelled.

1.3   Shareholders are referred to the announcement released by Adapt IT Holdings
      Limited (“Adapt IT”) on SENS on 3 February 2021 and the subsequent
      announcement released by Huge on SENS on 5 February 2021, advising that Huge
      had given notice to the board of directors of Adapt IT that Huge intends to make a
      general offer as contemplated in section 117(c)(v) of the Companies Act, 2008 (as
      amended) to the holders of ordinary shares of Adapt IT to acquire up to 100% of the
      issued Adapt IT Shares (“the Offer”) to be settled through the issue of 0.9 Huge
      Shares per Adapt IT Share (“the Swap Ratio”). The Swap Ratio is based on a
      reference price of 613 cents per Huge Share (“the Reference Price”). The
      Repurchase Price represents a significant discount to both the Reference Price and
      price at which Huge Shares currently trade.

1.4   In terms of the JSE Listings Requirements, the Sellers and their associates (as defined
      in the JSE Listings Requirements), will be excluded from voting on the special
      resolutions required to authorise the Specific Repurchase.

2.    Terms of the Specific Repurchases

2.1   In terms of the Specific Repurchases, the Company will purchase from the Sellers,
      5 587 000 (five million, five hundred and eighty seven thousand) Repurchase Shares
      in aggregate at the Repurchase Price.

2.2   Each of the Repurchase Agreements remain subject to the fulfilment and/or waiver
      of certain conditions precedent by no later than 31 May 2021, which are as follows:

      2.2.1   receipt of board approval of each of the Sellers;
      2.2.2   receipt by the Company of all written approvals legally required from
              Futuregrowth Asset Management Proprietary Limited in order to implement
              the Specific Repurchase; and
      2.2.3   receipt of shareholder and regulatory approvals required for purposes of
              the implementation of the Specific Repurchase.

2.3   The Specific Repurchases will each become effective on the date that all of the
      conditions precedent have been fulfilled.

2.4   The Repurchase Agreements are not inter-conditional.

2.5   The total repurchase consideration for all of the Repurchase Shares will amount to
      R25 141 500 (twenty five million, one hundred and forty one thousand five hundred
      Rand) ("the Repurchase Consideration").

3.    Distribution of Circular and notice of general meeting

      A circular setting out the details of the Specific Repurchases and incorporating a
      notice convening a general meeting of shareholders to approve the special and
      ordinary resolutions required to implement the Specific Repurchases (“General
      Meeting”), will be dispatched to shareholders within 60 calendar days of the date
      of this announcement, and not later than 30 April 2021.

4.    Date of the Specific Repurchases and delisting and cancellation of shares

4.1   The Company will proceed with each of the Specific Repurchases once
      shareholder approval at the General Meeting has been obtained and all other
      conditions precedent to each of the Specific Repurchases have been fulfilled or
      waived.

4.2   The Repurchase Shares will be cancelled and delisted as soon as possible following
      the approval of the relevant resolutions at the General Meeting.

4.3   Following the Specific Repurchase, the Company will hold 9 646 926 treasury shares.

4.4   Salient dates and times regarding the delisting of the Repurchase Shares will be
      contained in the Circular, and will be announced on SENS.

5.    Financial information

5.1   The payment of the Repurchase Consideration will be funded from cash resources.

5.2   The Company's cash balances will decrease by the amount of the Repurchase
      Consideration as a result of the Specific Repurchases and, on cancellation of the
      Repurchase Shares, its share capital and share premium will reduce by the same
      amount.


4 March 2021

Corporate Advisor and Transactions Sponsor
Questco Proprietary Limited


Legal Advisor
Herbert Smith Freehills South Africa LLP

Date: 04-03-2021 07:05:00
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