Wrap Text
Finalisation Announcement in respect of 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”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE ROX OFFER
SilverBridge shareholders (“Shareholders”) are referred to the various announcements and
the offeree response circular distributed to Shareholders on 20 July 2022 (“Offeree
Response Circular”) 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").
The definitions and interpretations in the Offeree Response Circular apply, unless the context
clearly indicates otherwise, throughout this announcement.
Shareholders are hereby advised that all the conditions precedent to the Offer have now been
fulfilled or waived, as the case may be, and the Offer is therefore unconditional.
Accordingly, the salient dates for the Offer, as set out in the Distribution Announcement, the
Offeree Response Circular and the ROX offer circular to Shareholders, dated 20 July 2022, in
respect of the Offer (“ROX Offer Circular”) have been amended and accelerated. The
relevant accelerated dates are set out below:
UPDATED TRANSACTION TIMETABLE BASED ON UNCONDITIONAL DATE OF
TUESDAY, 16 AUGUST 2022
Finalisation date announcement published on SENS
(the "Finalisation Date") Wednesday, 17 August
First date on which the Offer Consideration is expected to be
sent by EFT or by cheque to Certificated Offer Participants
who have lodged their Form of Acceptance and Transfer
(blue) with the Transfer Secretaries on or prior to the
Unconditional Date on or about Monday, 22 August
First date on which Dematerialised Offer Participants are
expected to have their accounts with their Broker or CSDP
credited with the Offer Consideration on or about Tuesday, 23 August
Last Day to Trade in SVB Shares in order to participate in the
Offer Tuesday, 30 August
SVB Shares trade “ex” the Offer Wednesday, 31 August
Record Date of the Offer Friday, 2 September
Closing Date of the Offer at 12:00 on Friday, 2 September
Results of the Offer to be announced on SENS Monday, 5 September
Last date on which Offer Consideration credited to
Dematerialised Offer Participants’ account at CSDP or Broker Monday, 5 September
Offer Consideration posted to Certificated Offer Participants
(subject to receipt by SVB’s Transfer Secretaries of
documents of title on or prior to 12:00 on the Closing Date
and a duly completed Form of Acceptance and Transfer
(blue)) Tuesday, 7 September
Notes:
1. All dates and times above and quoted generally in this document are South African
local times unless otherwise stated.
2. Certificated SVB Shareholders are required to complete and return the Form of
Acceptance and Transfer (blue) attached to the ROX Offer Circular in accordance
with the instructions contained therein to be received by SVB’s 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, SVB (if
required), the JSE and the TRP, and SVB Shareholders will be advised by release
on SENS and, if required, publication in the South African press.
4. No payment of the Offer Consideration will be made prior to fulfilment of all the
Conditions Precedent.
5. No dematerialisation or rematerialisation of SVB Shares will take place between the
trading ex-date, Wednesday, 31 August 2022, and the record date, Friday, 2
September, both days inclusive.
6. SVB Shareholders should note that acceptance of the Offer will, subject to
paragraph 3.7 of the ROX Offer Circular, be irrevocable.
7. Settlement of the Offer Consideration will take place within six Business Days of the
later of the Offer being declared wholly unconditional and acceptance of the Offer by
Offer Participants. The last day for settlement of the Offer Consideration is on the
Settlement Date.
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
17 August 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: 17-08-2022 11:00:00
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.
Sharenet Sites 
