SilverBridge Holdings Limited (JSE:SVB) News - Update in Relation to the Offer by Rox Equity Partners to Acquire all of the Shares in the Company

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

UPDATE IN RELATION TO THE OFFER BY ROX EQUITY PARTNERS TO ACQUIRE ALL
OF THE SHARES IN THE COMPANY

1.      INTRODUCTION

1.1       SilverBridge shareholders (“Shareholders”) are referred to the firm intention
          announcement published by the Company on 22 April 2022 (the "Firm Intention
          Announcement") in relation to the firm offer letter (the "Firm Offer Letter") that the
          Company received from ROX Equity Partners Limited (Registration
          Number 10937650) (“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").

1.2       Subsequent to the publication of the Firm Intention Announcement, there have been
          certain developments in relation to the Offer. The purpose of this announcement is to
          inform Shareholders of such developments.

1.3       The definitions and interpretations in the Firm Intention Announcement apply, unless
          the context clearly indicates otherwise, throughout this announcement.

2.      WAIVER OF CERTAIN OF THE OFFER CONDITIONS

2.1       In terms of the Firm Offer Letter, and as set out in the Firm Intention Announcement,
          the implementation of the Offer is subject to the fulfilment or (where applicable) waiver
          of certain suspensive conditions (the "Offer Conditions"). The Offer Conditions are
          set out in paragraph 3.6 of the Firm Intention Announcement.

2.2       On 6 June 2022, the Company received a written notice from ROX (the "Waiver
          Letter") informing the Company that ROX has decided to waive the requirement to
          fulfil those Offer Conditions contemplated in paragraphs 3.6.2, 3.6.3 and 3.6.4 of the
          Firm Intention Announcement.

2.3       Pursuant to the waiver by ROX of the Offer Conditions contemplated above, the
          implementation of the Offer remains subject only to the fulfilment of the following Offer
          Conditions, being that:

2.3.1        by not later than 17h00 on 31 August 2022, all approvals, consents and/or waivers
             from the applicable South African regulatory authorities as may be required in
             order for the Offer to be implemented (other than the issue of the compliance
             certificate by the Takeover Regulation Panel (the "Panel") as contemplated in
             paragraph 2.3.2 below) have been obtained, including, to the extent required,
             approval/s of the exchange control authorities of the South African Reserve Bank,
             provided that if such approval is granted conditionally, this Offer Condition shall
             not be regarded as having been fulfilled unless before such date ROX gives notice
             to the Company to the effect that such conditions and terms are acceptable to
             ROX (in its discretion); and

2.3.2        by not later than 17h00 on 2 September 2022, the Panel has issued a compliance
             certificate in relation to the Offer in terms of section 119(4)(b) of the Companies
             Act.

2.4       The Offer Conditions set out in paragraphs 2.3.1 and 2.3.2 above are not capable of
          waiver.

3.      THE DELISTING

3.1       In terms of the Firm Intention Announcement, Shareholders were informed that, by
          virtue of the Offer Condition set out in paragraph 3.6.2 of the FIA (the "Delisting
          Condition"), the Offer was conditional upon, amongst other conditions, the delisting
          of the Shares from the JSE (the "Delisting") being approved by (i) the Shareholders
          in terms of paragraph 1.15(a) and 1.16 of the JSE Listings Requirements; and (ii) the
          JSE in terms of paragraph 1.14 of the JSE Listings Requirements.

3.2       In order for the Delisting Condition to be fulfilled, the Company would have been
          required to (i) convene a general meeting of the Shareholders for the purposes of
          considering and, if appropriate, approving the resolution to approve the Delisting; and
          (ii) make application to the JSE for the Delisting of its Shares in terms of paragraph
          1.14 of the JSE Listings Requirements.

3.3       In order for the Delisting Condition to be fulfilled, the Company would also have been
          required to include a statement in its circular to Shareholders by the board of directors
          confirming that the offer is fair insofar as the Shareholders are concerned and that
          the board has been so advised by an independent expert acceptable to the JSE.
          However, pursuant to the independent expert’s report prepared by Java Capital
          Proprietary Limited, the independent expert concluded that the Offer was unfair but
          reasonable, as such term is contemplated in the Companies Regulations.

3.4       Given that the requirement to fulfil the Delisting Condition has been waived by ROX
          in terms of the Waiver Letter, the Delisting will not be pursued by the Company and,
          immediately following the implementation of the Offer, should the Offer be
          implemented, the Shares will remain listed on the JSE.

4.      CIRCULAR AND DOCUMENTATION

4.1       Shareholders are advised that ROX has received an exemption from the Panel in
          terms of regulation 102(b) of the Takeover Regulations, in terms of which the Panel
          has granted ROX and extension in relation to the publication of ROX's offer circular
          in respect of the Offer (the "Offer Circular") to be issued to Shareholders in terms of
          regulation 106 of the Takeover Regulations. In terms of the extension granted by the
          Panel, ROX is obliged to publish the Offer Circular by 23 June 2022.

Pretoria
9 June 2022

Designated Advisor
PSG Capital

Legal Advisor
Fasken

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.

Date: 09-06-2022 10:00:00
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