Spice Private Equity : June 02, 2022 - Majority shareholder GP pre-announces public tender offer

Ad hoc announcement pursuant to Art. 53 LR

Majority shareholder GP pre-announces public tender offer for all outstanding shares of Spice Private Equity Ltd.

• Offer price per share of USD 16.25 net in cash
• The Board of Directors of Spice unanimously recommends that Spice shareholders accept
  GP's Offer

Zug, 2 June 2022

Spice Private Equity Ltd. ("Spice", ticker symbol "SPCE") announces today, that GP Swiss Ltd., Zug, Switzerland, a group company of GP Investments, Ltd. Bermuda ("GP") intends to increase its equity share of 65.69% (respectively 72.99% following the implementation of the capital reduction resolved at the last shareholders' meeting) in Spice to 100% by launching a public tender offer ("Offer") according to Swiss Takeover Rules for all publicly held registered shares of Spice with a nominal value of CHF 10 each.

The Offer price for each Spice share is USD 16.25 net in cash, implying a premium of 7.6% to the volume-weighted average price of all on-exchange transactions in Spice shares on the SIX Swiss Exchange during the last sixty trading days prior to the publication of the pre-announcement. The Offer shall be subject to two conditions only: a 90% acceptance rate of all Spice shares issued as per the end of the Offer period and no governmental authority prohibiting the Offer.

For years, the Spice stock has been trading significantly below its net asset value. And while the Spice stock has a small free float and limited liquidity, both complexity and cost of being a listed company are high and increasing. Accordingly, the Board of Directors of Spice takes the view that the Spice stock should be delisted from the SIX Swiss Exchange. Also, two successful recent buyback programs showed that there is additional interest of a substantial number of Spice shareholders in selling their shares. The Board of Directors of Spice is therefore convinced that the Offer - which, if successful, enables the delisting - is in the best interest of Spice and its remaining public shareholders and provides a fair opportunity for them to exit their investment in the Company. The Board of Directors of Spice, which is represented by its independent members, unanimously recommends that Spice shareholders accept GP's Offer. GP and Spice have entered into a transaction agreement on 01 June 2022.

The full pre-announcement of GP is available on https://www.gp-investments-transactions.com/as well as on the Swiss Takeover Board website www.takeover.ch. The offering prospectus is scheduled to be published on 14 July 2022.

For further information, please contact:

David Emery

Chairman of the Board of Directors

Phone: [phone]

Email: [e-mail]

Web: www.spice-private-equity.com

About Spice Private Equity Ltd.

Spice Private Equity Ltd. is an investment company focused on global private equity investments. Our investments are managed by GP Advisors (Bermuda), Ltd., a whole subsidiary of GP Investments, Ltd. a leading alternative investments firm known for its operationally oriented approach and active management model. Spice Private Equity Ltd. is listed on the SIX Swiss Exchange under the ticker symbol SPCE.

Disclaimer

This ad hoc information contains forward-looking statements, which involve certain risks, uncertainties and changes that cannot be foreseen and are beyond Spice Private Equity Ltd's ability to control. Therefore, Spice Private Equity Ltd cannot provide any assurance with respect to the correctness of such forward-looking statements and their effects on the financial situation of Spice Private Equity Ltd or on the market in which the shares and other securities of Spice Private Equity Ltd are traded. This media information does not constitute an offer or invitation to subscribe for or purchase any securities. It is not being issued in countries where the dissemination of the information contained herein may be restricted or prohibited by law. In particular, this media information is not being issued in the United States of America and should not be distributed to U.S. persons or publications with a general circulation in the United States. Any non-compliance with such restrictions may result in an infringement of U.S. securities laws. Securities of Spice Private Equity Ltd ("Company") are not being publicly offered outside of Switzerland. In particular, the securities of the Company have not been registered under the U.S. securities laws and may not be offered, sold or delivered within the United States or to U.S. persons absent the registration under or an applicable exemption from the registration requirements of the U.S. securities laws. This document does not constitute a prospectus according to art. 652a of the Swiss Code of Obligations or art. 27 et seq. of the listing rules of SIX Swiss Exchange or the Swiss Federal Act on Financial Services. This media information is for distribution in the United Kingdom only to (a) persons outside the United Kingdom; (b) those persons falling within the definition of Investment Professionals (as set forth in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order)) or within Article 43 (members and creditors of certain bodies corporate) or Article 49 (high net worth companies, unincorporated associations etc.) of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (c) any person to whom it may otherwise lawfully be communicated (such persons together being Relevant Persons). This media information is only available to Relevant Persons and the transaction contemplated herein will be available only to, or engaged in only with Relevant Persons, and this media information must not be acted on or relied upon by persons other than Relevant Persons.