Filed by Super Group (SGHC) Limited
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of
1934
Subject Company: Super Group (SGHC) Limited
(File No. 001-41253)
Date: December 12, 2022
Super Group Announces Expiration and Results of its Offer to Exchange and Consent Solicitation Relating
to its Warrants
New York, NY – December 12, 2022 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC”,
“Super Group” or the “Company”) announced today the expiration and results of its previously announced exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its
outstanding (i) public warrants to purchase ordinary shares of the Company, no par value (the “Ordinary Shares”), which warrants trade on the New York Stock Exchange (“NYSE”) under the symbol “SGHC WS”(the
“public warrants”) and (ii) private placement warrants to purchase Ordinary Shares (the “private placement warrants” and, together with the public warrants, the “warrants”). The Offer and Consent Solicitation
expired at 12:01 a.m., Eastern Time, on December 12, 2022 (the “Expiration Date”).
The Company has been advised that 21,328,401 public
warrants (including 118,953 public warrants tendered through guaranteed delivery), or approximately 94.79% of the outstanding public warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent
Solicitation. The Company expects to accept all validly tendered warrants for exchange and settlement on or before December 14, 2022. In addition, pursuant to the Consent Solicitation, the Company received the approval of holders of
approximately 94.79% of the outstanding public warrants and holders of approximately 100% of the outstanding private placement warrants to the amendment to the warrant agreement governing the warrants (the “Warrant Amendment”), which
exceeds the 50% of outstanding public warrants and 50% of outstanding private placement warrants required to effect the Warrant Amendment. Accordingly, the Company and Continental Stock Transfer and Trust Company entered into the Warrant Amendment,
dated December 12, 2022, and the Company announced that it will exercise its rights in accordance with the terms of the Warrant Amendment, (i) to exchange all remaining untendered public warrants for Ordinary Shares at a ratio of 0.225
Ordinary Shares per public warrant and (ii) to cancel any remaining private placement warrants for no consideration, following which, no public or private warrants will remain outstanding (together, the “Post-Offer Exchange”). The
Company has fixed the date for the Post-Offer Exchange as December 26, 2022. The last day of trading for the warrants will be December 23, 2022.
As a result of the completion of the Offer and Consent Solicitation and the Post-Offer Exchange, no warrants will remain outstanding. Accordingly, the public
warrants will be suspended from trading on the NYSE and will be delisted upon completion of the Post-Offer Exchange. The Ordinary Shares will continue to be listed and trade on the NYSE under the symbol “SGHC”. Following completion of the
Offer and Consent Solicitation, there will be approximately 495,529,568 Ordinary Shares outstanding (an increase of approximately 1.09% from prior to the Expiration Date), and following completion of the Post-Offer Exchange there will be
approximately 495,793,174 Ordinary Shares outstanding (an increase of approximately 1.14% from prior to the closing of the Expiration Date and the Post-Offer Exchange).
The Company also announced that its Registration Statement on Form F-4 (including a Prospectus/Offer to Exchange, a
related Letter of Transmittal and other exchange offer documents) filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2022, as amended on November 22, 2022 (as so amended, the “Registration
Statement”), was declared effective by the SEC on December 9, 2022.
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