Short form announcement offer to acquire all of the shares in the company - 22 Apr 2022

SILVERBRIDGE HOLDINGS LIMITED


Incorporated in the Republic of South Africa


(Registration number 1995/006315/06)


Share code: SVB ISIN: ZAE000086229


Legal entity number (LEI): 3789001E59A77A6B9938


(“SilverBridge”)



SHORT FORM ANNOUNCEMENT: OFFER TO ACQUIRE ALL OF THE SHARES IN THE COMPANY


Shareholders are referred to the firm intention announcement published by the Company on 21 April 2022 (“Firm Intention Announcement”), advising that, on 13 April 2022 the Company received a new firm offer letter from ROX, in terms whereof, inter alia, ROX withdrew its initial, conditional offer and expressed its firm intention to acquire all the all the issued ordinary shares in the capital of the Company for a revised offer price of R2.00 per Share, on the further terms and conditions set out therein (“Offer”).


All capitalised terms used but not defined in this short-form announcement shall bear the meanings ascribed thereto in the Firm Intention Announcement.


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 is in the process of appointing an Independent Expert in order to, inter alia, prepare a fair and reasonable opinion for Shareholders.


A Circular will be issued to Shareholders containing full terms and conditions of the Offer, the Independent Expert's Report, the opinion and recommendation of the Independent Board 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. The Circular is expected to be posted during June 2022.


Shareholders are advised that, as a result of the publication of the Firm Intention Announcement, the cautionary announcement published by the Company on SENS on 2 March 2022 is hereby withdrawn.


This short-form announcement contains only a summary of the information in the Firm Intention Announcement made on SENS and does not contain full or complete details. For additional information, including further information regarding the salient terms and mechanics of the Offer and certain disclaimers, please refer to the Firm Intention Announcement, as released on SENS on Thursday, 21 April 2022 and being available for viewing on the Company’s website at https://www.silverbridge.co.za/. In addition, the Firm Intention Announcement is available for inspection and copies may be requested and obtained in person, at no charge, during normal business hours from the registered office of the Company and from the offices of PSG Capital, the Designated Advisor, at 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and 2nd Floor, Building 3, 11 Alice Lane, Sandhurst, Sandton, 2196.


Any investment decisions by investors and/or Shareholders should be based on consideration of the Firm Intention Announcement published on SENS and on the Company’s website, as a whole.


This short-form announcement is the responsibility of the Independent Board.


The financial information on which this trading statement is based has not been reviewed or reported on by SilverBridge’s auditors. SilverBridge’s financial results are expected to be released on SENS on or about 17 February 2022.


Pretoria


21 April 2022


Designated Advisor: PSG Capital


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Legal Advisor


Fasken


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