Try our mobile app

Exercise of Options, Acceptance of Securities and Dealings in Shares by a Director

Published: 2022-08-31 17:00:26 ET
<<<  go to JSE:SVB company page
SILVERBRIDGE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/006315/06)
Share code: SVB ISIN: ZAE000086229
(“SilverBridge” or “the Company”)



EXERCISE OF OPTIONS BY A DIRECTOR AND ACCEPTANCE OF SECURITIES IN
TERMS OF THE SHARE INCENTIVE SCHEMES OF THE COMPANY AND DEALINGS IN
SHARES BY A DIRECTOR


SilverBridge shareholders (“Shareholders”) are referred to the update announcements
published on 12 July 2022 and 13 July 2022, in relation to certain updates regarding the
intentions expressed by certain directors of the Company to accept the offer 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 Company has subsequently been informed that following the publication of the ROX offer
circular and the offeree response circular to Shareholders, both published on 20 July 2022
(“Circulars”), and the subsequent opening of the Offer, certain directors and an associate of
a director have accepted the Offer.

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information regarding the dealing in securities is disclosed:

Exercise of options

 NAME OF DIRECTOR                                Lee Kenneth Kuyper

 COMPANY OF WHICH A DIRECTOR                     SilverBridge Holdings Limited

 STATUS:                                         Executive

 TYPE AND CLASS OF SECURITIES                    Ordinary shares

 NATURE OF TRANSACTION                           Acquisition of ordinary shares through the
                                                 exercise of options in terms of the
                                                 employee share incentive scheme known
                                                 as the “Share Incentive Scheme”
                                                 administered by the SVB Trust in terms of
                                                 the trust deed of the Silverbridge
                                                 Employee Share Trust (“SVB Trust”), as
                                                 approved by SVB Shareholders on 9
                                                 September 2009 (“Trust Deed”)

                                                 (off-market transaction)
 DATE OF EXERCISE OF OPTIONS                     26 August 2022                      (1)
                                                 26 August 2022                      (2)
 VESTING DATE OF OPTIONS EXERCISED               20 November 2018                    (1)
                                      17 February 2020                     (2)
 OPTION STRIKE PRICE                  R0.80                               (1)
                                      R1.41                               (2)
 NUMBER OF OPTIONS EXERCISED          1,097,500                           (1)
                                      262,500                             (2)
 PERIOD OF EXERCISE                   Participants have a 60-month period from
                                      the vesting date during which options can
                                      be exercised

 NATURE AND EXTENT OF INTEREST IN Direct, beneficial
 THE TRANSACTION


Acquisition of Securities

 NAME OF DIRECTOR                     Lee Kenneth Kuyper

 COMPANY OF WHICH A DIRECTOR          SilverBridge Holdings Limited

 STATUS:                              Executive

 TYPE AND CLASS OF SECURITIES         Ordinary shares

 NATURE OF TRANSACTION                Acquisition of ordinary shares in terms of
                                      the employee share incentive scheme
                                      known as the “Share Ownership Scheme”
                                      administered by the SVB Trust in terms of
                                      the Trust Deed, pursuant to the holding
                                      period being accelerated in accordance
                                      with the provisions of the Trust Deed

                                      (off-market transaction)
 DATE OF GRANT OF THE SHARES          31 December 2020

 ACQUISITION DATE                     26 August 2022
 PRICE PER SECURITY                   R1.00

 NUMBER OF SECURITIES TRANSACTED      550,356

 TOTAL RAND VALUE OF SECURITIES       R550,356
 TRANSACTED

 NATURE AND EXTENT OF INTEREST IN Direct, beneficial
 THE TRANSACTION


Acceptance of Offer

 NAME OF DIRECTOR                     Lee Kenneth Kuyper

 COMPANY OF WHICH A DIRECTOR          SilverBridge Holdings Limited

 STATUS:                              Executive
 TYPE AND CLASS OF SECURITIES                     Ordinary shares

 NATURE OF TRANSACTION                            Acceptance of the Offer (off-market
                                                  transaction)
 DATE OF ACCEPTANCE                               27 August 2022

 PRICE PER SECURITY                               R2.00

 NUMBER OF SECURITIES TRANSACTED                  1,910,356

 TOTAL RAND VALUE OF SECURITIES                   R3,820,712
 TRANSACTED

 NATURE AND EXTENT OF INTEREST IN                 Direct, beneficial
 THE TRANSACTION


Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings
Requirements prior to the closed period of the Company, which commenced on 1 July 2022.
Mr Kuyper disclosed his intention to accept the Offer, in respect of 2 720 000 Shares (which
includes share options), to the chairman of the Board and the company secretary in a letter
dated 23 June 2022 and has obtained clearance to deal, prior to the closed period of the
Company which commenced on 1 July 2022.

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
solely pertaining to the Company 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