HUGE GROUP LIMITED - Clarification regarding the Company's share repurchases

Clarification regarding the Company's share repurchases

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

CLARIFICATION REGARDING THE COMPANY’S SHARE REPURCHASES

Shareholders are referred to the announcement released by the Company on SENS on 17 March 2021
(“Repurchase Announcement”) setting out details of various share repurchases (“Repurchases”)
undertaken by Huge pursuant to, and in accordance with, general authorities granted by shareholders
during the Company’s 2020 reporting period (“2020 General Authority”) and 2021 reporting period
(“2021 General Authority”).

A share repurchase programme (the “First Programme”) was incepted by the Company on 15 January
2020 in terms of the 2020 General Authority, and a further share repurchase programme (the “Second
Programme”) was incepted on 25 February 2021 in terms of the 2021 General Authority (collectively,
the “Programmes”). The Programmes have been conducted under the authorities of resolutions of the
board of directors of Huge (“Board”) and the 2020 General Authority and the 2021 General Authority
granted by Huge shareholders. The JSE was notified of the Programmes and shareholders are referred
to the announcements released by the Company on SENS on 15 January 2020 and 17 March 2021
advising shareholders of the Programmes and their parameters.

The Company has completed its share repurchases under the First Programme and has commenced
share repurchases under the Second Programme.

Shareholders are also referred to the announcements released by the Company on SENS dated
27 January 2021, 1 February 2021 and 5 February 2021 respectively (“Offer Announcement/s”)
relating to the proposed acquisition by Huge of ordinary shares (“Adapt IT Shares”) in the share capital
of Adapt IT Holdings Limited (“Adapt IT”) and the general offer (“Offer”) to the shareholders of Adapt
IT (“Adapt IT Shareholders”).

On 15 March 2021 Huge received a notification of investigation from the Financial Sector Conduct
Authority (“FSCA”) to determine whether transactions in Huge securities during the period from
1 August 2020 to 15 March 2021 constitute “Prohibited Trading Practices” as defined in section 80 of
the Financial Markets Act, No. 19 of 2012 (“Investigation”). Huge is co-operating fully with the FSCA
in regard to the Investigation and has immediately responded to requests by the FSCA for relevant
information and documentation. Huge has also respectfully requested the FSCA to expedite the
Investigation to the extent that the FSCA’s processes allow and the FSCA has confirmed that it is doing
its utmost to progress the Investigation.

The Takeover Regulation Panel (“TRP”) has confirmed to the Company that the Investigation will not
impact the TRP’s regulation of the Offer nor the timetable for the Offer.

Huge wishes to clarify the following regarding the Repurchases and the Offer:

•   The closing price of Huge ordinary shares (“Huge Shares”) on 3 December 2020, being the day
    before Huge recommenced the Repurchases for the 2021 reporting period, as set out in the
    Repurchase Announcement, was 445 cents per Huge Share. On the same day, and with reference
    to the Offer, Adapt IT Shares closed at 285 cents per Adapt IT Share.

•   If Huge had made an offer to the Adapt IT Shareholders on 3 December 2020, based on the
    reference prices of 445 cents per Huge Share (the actual reference price of 613 cents per Huge
    Share in terms of the Offer is 38% higher) and 285 cents per Adapt IT Share (the actual offer price
    of 552 cents per Adapt IT Share is 94% higher), it would likely have offered Adapt IT Shareholders
    0.64 Huge Share for every 1 Adapt IT Share.

•   The Offer, at a swap ratio of 0.9 Huge Share for every 1 Adapt IT Share (“Swap Ratio”) as referred
    to in the Offer Announcement, is 40% more favourable for Adapt IT Shareholders than a swap ratio
    determined with reference to the price at which both companies’ shares closed on 3 December
    2020.

•   Shareholders are reminded that the Swap Ratio takes into account Huge’s view of the underlying
    intrinsic values of both businesses and is not dependent on the prevailing share prices. As such,
    the Swap Ratio is the primary basis for the Offer and needs to be considered by the independent
    expert when providing its fair and reasonable opinion of the Offer, as well as the independent board
    of Adapt IT and the respective shareholders when considering the proposed acquisition and the
    Offer.

The 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.

Johannesburg
31 March 2021

Joint Financial Advisor and Transaction Sponsor in relation to the Offer
Questco Proprietary Limited

Joint Financial Advisor
PwC Corporate Finance Proprietary Limited

Legal Advisor in relation to the Offer
Herbert Smith Freehills South Africa LLP

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

Date: 31-03-2021 01:17:00
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