SILVERBRIDGE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/006315/06)
Share code: SVB
ISIN: ZAE000086229
(“SilverBridge” or “the Company”)



COMPULSORY ACQUISITION (SQUEEZE OUT) PROCESS INITIATED IN TERMS OF
S124 OF THE COMPANIES ACT


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 Offer has been accepted by 93.7% of Shareholders
(i.e. in excess of 90%). As set out in the Offer circular issued by the Offeror on 20 July 2022
(“Offer Circular”), the Offeror had indicated that if Shareholders accept the Offer in respect of
at least 90% of the issued Shares (other than Treasury Shares) and if the Offer becomes
wholly unconditional and is implemented, ROX may (at its election) invoke the provisions of
section 124(1) of the Companies Act to compulsorily acquire all of the Shares not already
acquired under the Offer, in which event SVB will become a wholly-owned subsidiary of ROX
and an application for the termination of the listing of SVB will be made to the JSE in terms of
paragraph 1.17(a) of the JSE Listings Requirements.

The Offeror has today, with the approval of the Takeover Regulation Panel, issued a notice
(“Notice”) in terms of section 124 of the Companies Act, confirming that the Offeror will acquire
all the remaining Shares (i.e. those Shares in respect of which acceptances have not been
received) on the same terms and conditions as the Offer, as set out in the Offeror Circular and
the Offeree Response Circular (“Squeeze Out”). Accordingly, the compulsory acquisition
process set out in section 124 of the Companies Act has commenced at the election of the
Offeror.

In terms of the JSE Listings Requirements, following the commencement of the Squeeze Out
process today, the Shares will be suspended from trading on the JSE with effect from
Wednesday, 21 September 2022. The Shares will remain suspended for 30 Business Days,
to allow for any objections to court by Shareholders, as contemplated in section 124(2) of the
Companies Act. In terms of section 124(2) of the Companies Act, a shareholder may apply to
court within 30 Business Days after receipt of a Notice to either impose conditions on the
Squeeze Out or for confirmation that the Offeror is not entitled to acquire the applicant
Shareholder's Shares by way of the Squeeze Out. Shareholders should consult their
professional advisors and inform themselves about any applicable legal requirements, which
they may be required to observe in respect of the Squeeze Out and/or any objections to the
Squeeze Out.

The JSE will conditionally approve the delisting of the Shares upon receipt of the delisting
application and confirmation that the Squeeze Out has been initiated by the Offeror. The JSE
will only approve the delisting following the completion of the aforesaid 30 Business Day period
and upon receipt of a compliance certificate from the TRP confirming that the Squeeze Out
process has been implemented in accordance with the relevant timelines. Assuming that no
objections are received from Shareholders, it is expected that the Shares will be delisted from
the JSE with effect from 2 November 2022.

The salient dates and times applicable to the Offer and the Squeeze Out are set out below:

ROX issues squeeze out notice in terms of section 124(1)               Tuesday, 20 September
Companies Act
Last Day to Trade in SVB Shares in order to participate in the         Tuesday, 20 September
Offer and the Squeeze Out
Trading in SVB Shares          on the    JSE    suspended     from              Wednesday, 21
commencement of trade on                                                           September
Record Date of the Offer and the Squeeze Out                              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))
The following dates and times assume that no objections by
Shareholders are made in terms of section 124(2) of the
Companies Act
ROX submits squeeze out notice to SVB in terms of section                Tuesday, 1 November
124(5) Companies Act
Date on which Squeeze Out is implemented                                 Tuesday, 1 November
SVB shares delisted from JSE in terms of para 1.17 of the JSE         Wednesday, 2 November
Listings Requirements



      Notes:
 1.       All dates and times above and quoted generally in this document are South African
          local times unless otherwise stated.
 2.    Certificated Shareholders are required to complete and return the Form of
       Acceptance and Transfer (blue) in accordance with the instructions contained therein
       to be received by the Transfer Secretaries by no later than 12:00 on the Closing Date.
 3.    No dematerialisation or rematerialisation of Shares will take place between the
       trading ex-date, Wednesday, 21 September 2022, and the record date, Friday,
       23 September 2022, both days inclusive.
 4.    Shareholders should note that acceptance of the Offer will, subject to paragraph 3.7 of
       the Offeror Circular, be irrevocable.
 5.    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
       Shareholders. 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
20 September 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.