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Extension of the Closing Date in respect of the Rox Offer

Published: 2022-08-31 17:30:42 ET
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SILVERBRIDGE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/006315/06)
Share code: SVB
ISIN: ZAE000086229
(“SilverBridge” or “the Company”)



EXTENSION OF THE CLOSING DATE IN RESPECT OF THE ROX OFFER


SilverBridge shareholders (“Shareholders”) are referred to the various announcements and
the offeree response circular distributed to Shareholders on 20 July 2022 (“Offeree
Response Circular”) in relation to the firm offer letter ("Firm Offer Letter") that the Company
received from ROX Equity Partners Limited (“ROX” or the “Offeror”) to acquire from
Shareholders all the issued ordinary shares in the capital of the Company (“Shares”) for a
cash consideration of R2.00 per Share on and subject to the further terms and conditions
contained therein (the "Offer").

The definitions and interpretations in the Offeree Response Circular apply, unless the context
clearly indicates otherwise, throughout this announcement.

Shareholders are hereby advised that the Offeror has, with the approval of the Takeover
Regulation Panel, decided to extend the Closing Date of the Offer from Friday,
2 September 2022 to Friday, 23 September 2022. The Offeror has advised the Company that
this extension has been implemented primarily to enable certain Shareholders who were
unable to tender acceptance of the Offer due to technical issues. The salient dates and times
are set out below for ease of reference:

Closing Dates Based on the Finalisation Announcement:
Last Day to Trade in SVB Shares in order to participate in the
Offer                                                                      Tuesday, 30 August
SVB Shares trade “ex” the Offer                                        Wednesday, 31 August
Record Date of the Offer                                                  Friday, 2 September
Closing Date of the Offer at 12:00 on                                     Friday, 2 September
Revised Dates Based on the Extension of the Closing Date:
Last Day to Trade in SVB Shares in order to participate in the         Tuesday, 20 September
Offer
SVB Shares trade “ex” the Offer                                           Wednesday, 21
                                                                           September
Record Date of the Offer                                                 Friday, 23 September
Closing Date of the Offer at 12:00 on                                    Friday, 23 September
Results of the Offer to be announced on SENS                           Monday, 26 September
Last date on which Offer Consideration credited to Dematerialised       Tuesday, 27 September
Offer Participants’ account at CSDP or Broker
Offer Consideration posted to Certificated Offer Participants           Tuesday, 27 September
(subject to receipt by SVB’s Transfer Secretaries of documents of
title on or prior to 12:00 on the Closing Date and a duly completed
Form of Acceptance and Transfer (blue))



      Notes:

 1.       All dates and times above and quoted generally in this document are South African
          local times unless otherwise stated.
 2.       Certificated SVB Shareholders are required to complete and return the attached Form
          of Acceptance and Transfer (blue) in accordance with the instructions contained
          therein to be received by SVB’s Transfer Secretaries by no later than 12:00 on the
          Closing Date.
 3.       No payment of the Offer Consideration will be made prior to fulfilment of all the
          Conditions Precedent.
 4.       No dematerialisation or rematerialisation of SVB Shares will take place between the
          trading ex-date, Wednesday, 21 September 2022, and the record date, Friday, 23
          September 2022, both days inclusive.
 5.       SVB Shareholders should note that acceptance of the Offer will, subject to paragraph
          3.7, be irrevocable.
 6.       Settlement of the Offer Consideration will take place within six Business Days of the
          later of the Offer being declared wholly unconditional and acceptance of the Offer by
          Offer Participants. The last day for settlement of the Offer Consideration is on the
          Settlement Date.

The Independent Board individually and collectively accepts full responsibility for the accuracy
of the information contained in this announcement. In addition, the Independent Board certifies
that to the best of its knowledge and belief, the information contained in this announcement is
true and, where appropriate, does not omit anything that is likely to affect the importance of
the information contained herein, and that all reasonable enquiries to ascertain such
information have been made.

Pretoria
31 August 2022

Transaction Advisor and Designated Advisor
PSG Capital
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.

This announcement is for information purposes only. It is not intended to and does not
constitute, or form part of, any offer, invitation or the solicitation of any offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the acquisitions of securities
contemplated hereby or otherwise nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.

THIS WRITTEN MATERIAL IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES. THE INFORMATION CONTAINED
HEREIN IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION.