SilverBridge Holdings Limited (JSE:SVB) News - Firm Intention Announcement: Offer 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”)

FIRM INTENTION ANNOUNCEMENT: OFFER TO ACQUIRE ALL OF THE SHARES IN THE
COMPANY

1.    INTRODUCTION

1.1     SilverBridge shareholders (“Shareholders”) are referred to the cautionary
        announcement published by the Company on the Stock Exchange News Service
        (“SENS”) on 2 March 2022 (“Cautionary Announcement”), in terms whereof,
        Shareholders were advised that the Company had received an unsolicited offer 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 R1.525 per Share.

1.2     Shareholders are hereby advised that on 13 April 2022 the Company received a new
        firm offer letter from ROX ("Offer Letter"), in terms whereof, inter alia, ROX withdrew
        its initial, conditional offer and expressed its firm intention to acquire all the Shares
        for a revised offer price of R2.00 per Share, on the further terms and conditions set
        out therein (“Offer”).

1.3     ROX has confirmed to the board of directors of the Company (“Board”) that it is in all
        respects ready, willing and able to proceed to initiate and implement in full the Offer.

1.4     The purpose of this firm intention announcement (“Firm Intention Announcement”)
        is to provide Shareholders with the terms of the Offer.

2.    INFORMATION ABOUT ROX

      ROX is a private equity investment holding company headquartered in the United
      Kingdom taking material interests in established global companies at the forefront of
      disrupting their respective industries. ROX's investment focus is on the nexus between
      health, technology, and communication.

3.    TERMS AND CONDITIONS OF THE OFFER

      Categorisation

3.1     The Offer is a general offer and constitutes an "affected transaction" as defined in
        section 117(1)(c)(v) of the Companies Act, 2008 (“Companies Act”), and as such
        the Offer is regulated by the Companies Act and the Companies Regulations, 2011
        (“Companies Regulations”).

3.2     The Offer also constitutes an "offer" as contemplated in section 1.15(c) of the JSE
        Listings Requirements, regard being had to the Delisting Condition (defined in
        paragraph 3.6 below).

3.3     The salient terms of and other information pertaining to the Offer are set out below.

        Offer Consideration

3.4     In terms of the Offer, ROX has offered to acquire all of the Shares for a cash
        consideration of R2.00 per Share, on a cum dividend basis as contemplated in
        paragraph 3.5 below (“Offer Consideration”).

3.5     If, after the date on which the Offer Letter was received, the Company declares any
        distribution to its Shareholders and the record date for participating in such
        distribution occurs prior to the date on which the Offer is implemented (an "Interim
        Period Distribution"), the aggregate Offer Consideration shall be reduced by an
        amount equal to the quantum of the portion of such Interim Period Distribution which
        was declared in respect of the Shares in respect of which acceptances are received
        in terms of the Offer.

        Offer Conditions

3.6     The implementation of the Offer is subject to the fulfilment or waiver, as applicable,
        of the following conditions (“Offer Conditions”) –

3.6.1        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 (established in terms of section 196
             of the Companies Act (the " Panel") as contemplated in paragraph 3.6.5) 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);

3.6.2        by no later than 17h00 on 31 August 2022 (i) the Company has made an
             application to the JSE for the termination of the listing of the Shares on the Main
             Board of the JSE in accordance with paragraph 1.14 of the JSE Listings
             Requirements (the "Delisting"); (ii) the Delisting has been approved by
             Shareholders at a general meeting by way of an ordinary resolution in accordance
             with paragraph 1.15(a) read with paragraph 1.16 of the JSE Listings
             Requirements; and (iii) the Delisting has been approved by the JSE in terms of
             paragraph 1.14 of the JSE Listings Requirements (“Delisting Condition”);

3.6.3        as at the close of business on the date preceding that on which the last of the Offer
             Conditions contemplated in paragraphs 3.6.1 and 3.6.2 is fulfilled or waived (as
             applicable), none of the following events shall have occurred in respect of
             SilverBridge or any entity within the SilverBridge group (each a "SilverBridge
             Group Company" and collectively the "SilverBridge Group") –

3.6.3.1        any corporate action, legal proceedings or other procedure or other step
               (including an application to court, proposal of a resolution or convening of a
               meeting of Shareholders, directors or other officers) is taken by any person with
               a view to –

3.6.3.1.1         a moratorium, compromise, composition, business rescue or similar
                  arrangement with any of its creditors;

3.6.3.1.2         its winding-up, dissolution or commencement of business rescue
                  proceedings, or for the seeking of relief under any applicable bankruptcy,
                  insolvency, company or similar law, or any such resolution;

3.6.3.2        the value of its assets (fairly valued) is less than its liabilities (fairly valued and
               taking into account of contingent and prospective liabilities) or it appears that it
               is reasonably unlikely that such party will be able to pay its debts as they fall
               due in the ordinary course during the ensuing 12-month period;

3.6.4        as at the close of business on the date preceding that on which the last of the Offer
             Conditions contemplated in paragraphs 3.6.1 and 3.6.2 is fulfilled or waived (as
             applicable), no "Material Adverse Change" has occurred in respect of the
             SilverBridge Group taken as a whole. For the purposes of this Offer Condition, a
             "Material Adverse Change" means any circumstance, fact or event, actual or
             which, has arisen or might reasonably be expected to arise after the date of the
             Offer Letter which, alone or together with any other circumstance, fact or event,
             which has arisen or which might reasonably be expected to arise has, or is
             reasonably be expected to have, the effect of being materially adverse with regard
             to the operations, continued existence, business, condition, assets and/or
             liabilities of SilverBridge Group; and

3.6.5        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.

3.7     The Offer is not subject to any minimum acceptance threshold being achieved.

3.8     Each of the Offer Conditions set out in paragraphs 3.6.2, 3.6.3 and 3.6.4 is capable
        of waiver by ROX. The remainder of the Offer Conditions are not capable of waiver.

3.9     The time and/or date for fulfilment of any Offer Condition may be extended by ROX
        from time to time as approved by the Panel (if required).

4.     THE DELISTING

4.1     The effect of the Delisting will be that all Shares will be removed from the list of
        securities admitted to trading by the JSE.

4.2     The Delisting is an Offer Condition (referred to in paragraph 3.6.2 above) and will be
        implemented subject to:

4.2.1        the Delisting being approved by the JSE in terms of paragraph 1.14 of the JSE
             Listings Requirements;

4.2.2        the resolution to approve the Delisting ("Delisting Resolution") being approved
             by the requisite majority of those Shareholders eligible to vote on the Delisting
             Resolution at the General Meeting in accordance with paragraphs 1.15(a) and
             1.16 of the JSE Listings Requirements, to the extent required in terms of the JSE
             Listings Requirements; and

4.2.3        the Independent Expert (defined below) being appointed by the Independent
             Board (defined below) confirming that the Offer is fair insofar as the Shareholders
             (excluding any related parties if they are equity holders) are concerned, in
             accordance with paragraph 1.15(d) of the JSE Listings Requirements.

4.3     ROX is entitled to waive the fulfilment of the Offer Condition that the Delisting is
        implemented.

5.     INDEPENDENT BOARD             AND     INDEPENDENT         EXPERT       REPORT      AND
       RECOMMENDATIONS

5.1     The Board has constituted the independent board, comprising, the independent non-
        executive directors of SilverBridge being Jeremy de Villiers, Robert Emslie, Julia
        Makhubela and Hasheel Govind, in respect of the Offer, for the purposes of the
        Companies Act and the Companies Regulations (the “Independent Board”).

5.2     The Independent Board is in the process of appointing an independent expert
        (“Independent Expert”) in order to, inter alia, prepare a fair and reasonable opinion
        for Shareholders, as required in terms of Regulation 90 of the Companies
        Regulations and section 1.15(d) of the JSE Listings Requirements ("Independent
        Expert's Report"). The Independent Expert's Report, as well as the Independent
        Board’s recommendation to Shareholders in relation to the Offer, will be set out in the
        Circular as required in terms of the Companies Act and the Companies Regulations.

5.3     By way of background, Java Capital (Proprietary) Limited (“Java Capital”) was
        appointed by an independent committee of the Board to consider the initial,
        conditional offer which was provided to the Company by ROX (“Previous Offer”).
        Java Capital concluded that the Previous Offer was unfair, but reasonable.

5.4     The Independent Board individually and collectively accepts full responsibility for the
        accuracy of the information contained in this Firm Intention Announcement. In
        addition, the Independent Board certifies that to the best of its knowledge and belief,
        the information contained in this Firm Intention 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.

6.    CONCERT PARTY ARRANGEMENTS

      ROX has confirmed to the Independent Board that it would be the ultimate purchaser of
      the Shares pursuant to the Offer and is not acting in concert with any other party in
      relation to the Offer.

7.    BENEFICIAL INTERESTS

      As at the date of this Firm Intention Announcement, and to the best of the Company’s
      knowledge and belief, ROX holds no ordinary shares in the share capital of the
      Company, nor does it hold any option to purchase any ordinary shares in the share
      capital of the Company.

8.    CASH CONFIRMATION

      The funds required to settle the maximum possible consideration (assuming that all
      Shareholders accept the Offer, and thereby elect to sell all of their Shares)
      (the "Maximum Consideration") are in place and, in accordance with Regulation 111(4)
      and 111(5) of the Companies Regulations, ROX has obtained and delivered to the
      Takeover Panel an irrevocable confirmation of funds held in escrow in respect of the
      Maximum Consideration issued by Cliffe Dekker Hofmeyr Inc.

9.    CIRCULAR AND DOCUMENTATION

9.1     A circular will be issued to Shareholders (the "Circular"), containing full terms and
        conditions of the Offer and containing a notice to convene a general meeting of
        Shareholders to consider and, if appropriate, approve the resolutions required to give
        effect to the Offer, in particular, the Delisting Resolution (the "General Meeting").

9.2     The Circular will further include the Independent Expert's Report, the opinion and
        recommendation of the Independent Board and the pertinent dates relating to the
        Offer and necessary forms to give effect to the Offer.

9.3     The Circular is expected to be posted during May 2022.

10.   WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

      Shareholders are advised that, as a result of the publication of this Firm Intention
      Announcement, the Cautionary Announcement previously released on SENS is hereby
      withdrawn.

Pretoria
22 April 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 Firm Intention 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: 22-04-2022 08:30:00
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