EXPLANATORY NOTE
This Amendment No. 2 (“Amendment No. 2”) amends the prospectus/offer to exchange, dated November 10, 2022 (as it may be amended and
supplemented from time to time, the “Prospectus/Offer to Exchange”), a copy of which was filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO originally filed by Super Group (SGHC) Limited, a non-cellular company limited
by shares incorporated under the laws of the Island of Guernsey (the “Company”), on November 10, 2022 (as it may be amended and supplemented from time to time, the “Schedule TO”), relating to an offer by the Company to each
holder of the Company’s outstanding public warrants (as defined below) to receive 0.25 ordinary shares of the Company, no par value per share (“Ordinary Shares”) in exchange for every outstanding public warrant tendered by the holder
and exchanged pursuant to the offer (the “Offer”).
The 22,499,986 redeemable warrants sold as part of the units in Sports
Entertainment Acquisition Corp.’s (“SEAC”) initial public offering of SEAC’s securities on October 6, 2020 (the “IPO”) (whether they were purchased in the IPO or thereafter in the open market) are referred to herein as
the “public warrants”. The warrants originally issued to certain investors in a private placement simultaneously with the closing of the IPO, as well as in connection with the closing of the partial exercise by the underwriters of their
over-allotment option, that have not become public warrants under the Warrant Agreement (as defined below) as a result of being transferred to any person other than permitted transferees are referred to herein as the “private placement
warrants”, and were issued pursuant to certain subscription agreements, each in connection with the closing of the transactions contemplated by the business combination agreement, dated as of April 23, 2021, by and among SEAC and the Company,
et al.
The public warrants and the private placement warrants are referred to herein collectively as the “warrants”, and each a
“warrant”.
Concurrently with the Offer, the Company also solicited consents (the “Consent Solicitation”) from holders
of the outstanding warrants to amend that certain Warrant Agreement, dated as of October 6, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), to permit the
Company to (i) require that all outstanding public warrants following this Offer be converted into 0.225 Ordinary Shares (a ratio 10% less than the exchange ratio applicable to the Offer) and (ii) instruct the warrant agent to cancel each
outstanding private placement warrant for no consideration (the “Warrant Amendment”).
The purpose of this Amendment No. 2 is to
amend and supplement the Schedule TO to (i) update Item 11 of the Schedule TO to report the final results of the Offer, and (ii) update Item 12 of the Schedule TO to include (a) the final Prospectus/Offer to Exchange, dated December 12, 2022, which
forms part of the Registration Statement on Form F-4 (“Registration Statement”) declared effective by the SEC on December 9, 2022, (b) a press release issued by the Company on December 12, 2022, announcing the results of the Offer, the
execution of the Warrant Amendment, and the effectiveness of the Registration Statement, and (c) the executed Warrant Amendment.
Except
as amended hereby to the extent discussed above, the information contained in the Schedule TO, the Prospectus/Offer to Exchange, and the other exhibits to the Schedule TO remains unchanged and is hereby expressly incorporated into this Amendment No.
2 by reference. This Amendment No. 2 should be read with the Schedule TO and the Prospectus/Offer to Exchange.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text:
The Offer and Consent Solicitation expired at 12:01 a.m., Eastern Time, on December 12, 2022. The Company has been advised that 21,328,401
public warrants (including 118,953 public warrants tendered through
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