SilverBridge Holdings Limited (JSE:SVB) News - Distribution of Circulars in Relation to the ROX Offer

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

DISTRIBUTION OF CIRCULARS IN RELATION TO THE ROX OFFER

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 announcements published on 9 June 2022,
         12 July 2022 and 13 July 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, as read with
         the Offeree Response Circular (defined below) apply, unless the context clearly
         indicates otherwise, throughout this announcement.

2. DISTRIBUTION OF THE CIRCULARS

2.1.     Shareholders are advised that the ROX offer circular (“ROX Offer Circular”),
         containing full terms and conditions of the Offer was distributed to Shareholders
         today, Wednesday, 20 July 2022.

2.2.     The Company’s offeree response circular in respect of the Offer has also been
         distributed to Shareholders today, Wednesday, 20 July 2022 and includes, inter alia,
         the Independent Expert's Report, the opinion and recommendation of the
         Independent Board and the pertinent dates relating to the Offer (“Offeree Response
         Circular”).

2.3.     The ROX Offer Circular and the Offeree Response Circular are available in English
         only. Copies may be obtained during normal business hours from the registered
         office of the Company and from the offices of the Company’s designated advisor,
         PSG Capital, from Wednesday, 20 July 2022 until the closing date of the Offer (both
         days inclusive). Copies of the ROX Offer Circular and the Offeree Response Circular
         will      also     be       available     on       the     Company’s       website
         (https://www.silverbridge.co.za/sens/).

3. IMPORTANT DATES AND TIMES

Shareholders are referred to the table below setting out important dates and times in relation
to the Offer. Capitalised terms used below, but not defined shall bear the meanings ascribed
thereto in the Offeree Response Circular.
                                                                                        2022

  Record date for SilverBridge Shareholders to be eligible to
  receive the ROX Offer Circular                                              Friday, 8 July
  

  ROX Offer Circular posted to SilverBridge Shareholders                  Wednesday, 20 July

  Offeree Response Circular posted to SVB Shareholders                    Wednesday, 20 July
  
  Announcement released on SENS relating to the posting of the            Wednesday, 20 July
  Offeree Response Circular and the ROX Offer Circular

  Opening Date of the ROX Offer (09:00)                                    Thursday, 21 July

  Offer becomes wholly unconditional by no later than (subject to
  note 4 below) (the "Unconditional Date")                              Wednesday, 31 August
  

  Assuming that the Unconditional Date occurs on Wednesday, 31 August 2022, the
  following dates and times will apply in respect of the Offer. If the Unconditional
  Date occurs on an earlier or later date than Wednesday, 31 August 2022 the
  following dates and times will not apply and updated estimated dates and times will
  be published.

  Finalisation date announcement published on SENS                       Wednesday, 31 August

  First date on which the ROX Offer Consideration is expected to
  be sent by EFT to Certificated Offer Participants who have
  lodged their Form of Acceptance and Transfer (blue) with the            Monday, 5 September
  Transfer Secretaries on or prior to the Offer being declared
  wholly unconditional on or about

  First date on which Dematerialised Offer Participants are
  expected to have their accounts with their Broker or CSDP              Tuesday, 6 September
  credited with the Offer Consideration on or about

  Last Day to Trade in SilverBridge Shares in order to participate      Tuesday, 13 September
  in the Offer                                                                   

  SilverBridge Shares trade “ex” the Offer                            Wednesday, 14 September
                                                                                

  Record Date of the Offer                                               Friday, 16 September

  Closing Date of the Offer at 12:00 on                                  Friday, 16 September

  Results of the Offer to be announced on SENS                           Monday, 19 September
  
  Last date on which Offer Consideration credited to
  Dematerialised Offer Participants’ account at CSDP or Broker           Monday, 19 September
  as per notes 7 and 8 below

  Offer Consideration posted to Certificated Offer Participants
  (subject to receipt by the Transfer Secretaries of documents of
  title on or prior to 12:00 on the Closing Date and a duly           Wednesday, 21 September
  completed Form of Acceptance and Transfer (blue)) as per
  notes 7 and 8 below                                                                
  
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) included in the ROX Offer Circular, 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.      Any change to the above dates and times will be agreed upon by ROX, SilverBridge
         (if required), the JSE and the TRP, and Shareholders will be advised by release on
         SENS and, if required, publication in the South African press.
 4.      This date is dependent upon the conditions precedent contained in paragraph 3.5 of
         the ROX Offer Circular being fulfilled or waived, if appropriate, by no later than this
         date and is subject to change (see Note 3 above). Any change to the above date will
         be advised to SilverBridge Shareholders by release on SENS and, if required,
         publication in the South African press.
 5.      No payment of the Offer Consideration will be made prior to fulfilment of all the
         Conditions Precedent.
 6.      No dematerialisation or rematerialisation of Shares will take place between the trading
         ex-date, Wednesday, 14 September 2022, and the record date, Friday,
         16 September 2022, both days inclusive.
 7.      SVB Shareholders should note that acceptance of the Offer will, subject to paragraph
         3.7 of the ROX Offer Circular, be irrevocable.
 8.      In the event that the fulfilment of the conditions precedent is unduly delayed, the above
         dates and times relating to the crediting and posting of the Offer Consideration will be
         amended. Such amended dates and times will be released on SENS and, if required,
         published in the South African press.
 9.      Settlement of the Offer Consideration will take place within six Business Days of the
         later of the ROX Offer being declared wholly unconditional and acceptance of the ROX
         Offer by Offer Participants. The last day for settlement of the Offer Consideration is on
         the Settlement Date.

4. UPDATE ON THE STATUS OF THE CONDITIONS PRECEDENT

4.1.     The Offeror has indicated to the Company that the condition precedent at
         paragraph 3.5.1.1 of the ROX Offer Circular and paragraph 5.3.1 of the Offeree
         Response Circular, regarding regulatory approvals, has been fulfilled, following the
         Last Practicable Date.

4.2.     The only outstanding condition precedent is therefore the Offeror obtaining a
         compliance certificate from the Takeover Panel in respect of the Offer. Once all the
         conditions precedent have been fulfilled, a further announcement will be published
         on SENS to inform Shareholders thereof and to provide an updated timetable in
         respect of the Offer.

5. TAX IMPLICATIONS FOR SHAREHOLDERS

5.1.     The tax position of a Shareholder under the Offer is dependent on such
         Shareholder’s individual circumstances, including but not limited to whether it holds
         the Shares as capital assets or as trading stock, whether the Shares are held by a
         Collective Investment Scheme or Pension Fund and the tax jurisdiction in which the
         Shareholder is resident. It is recommended that the Shareholders seek appropriate
         advice in this regard.

5.2.     As set out in the ROX Offer Circular, any securities transfer tax payable in respect
         of the transfer of the Shares to ROX pursuant to the Offer, will be payable by ROX.

6. 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 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 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: 20-07-2022 04:00:00
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