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") and the update announcement published on 9 June 2022, 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").

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

2. DIRECTORS’ DECISIONS REGARDING THE ROX OFFER

   The following directors of the Company have advised the Company of their intention to accept
   the Offer, once the Offer is formally made to Shareholders. The Offer will be formally made by
   the distribution of the offer circular in respect of the Offer (the "Offer Circular"):

2.1.     Mr J Swanepoel intends to accept the Offer in terms of 2 354 521 Shares directly
         held by him and 3 565 394 Shares indirectly held by him and, to this end, has signed
         an irrevocable undertaking to do so. He has disclosed his intention to accept the
         Offer, in respect of 6 004 749 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.

2.2.     Mr L Kuyper intends to accept the Offer in terms of 809 644 Shares directly held by
         him and, to this end, has signed an irrevocable undertaking to do so. He has
         disclosed his intention to accept the Offer, in respect of 809 644 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.

2.3.     Mr R Emslie, the chairman of the Silverbridge Board, intends to accept the Offer in
         terms of 694 876 Shares directly held by him. He has disclosed his intention to
         accept the Offer in respect of 694 876 Shares to the chairman of the SilverBridge
         audit and risk committee and the company secretary in a letter dated 24 June 2022
         and has obtained clearance to deal, prior to the closed period of the Company which
         commenced on 1 July 2022. Mr R Emslie has recused himself from the Independent
         Board, the further details of which will be set out in the offeree response circular to
         be distributed by the Company (“Offeree Circular”).

2.4.     The aforesaid details will be included in the Offeree Circular.

3. DISTRIBUTION OF THE OFFER CIRUCLAR

   Shareholders are advised that ROX has received a further exemption from the Panel in
   terms of regulation 102(b) of the Takeover Regulations, to publish the Offer Circular by
   21 July 2022.

4. RESPONSIBILITY STATEMENT

   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
12 July 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.

Date: 12-07-2022 04:45:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.