TRANSACTION CAPITAL LIMITED - Distribution of Circular incorporating Notice of General Meeting

Distribution of Circular incorporating Notice of General Meeting

Transaction Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06
JSE share code: TCP
ISIN: ZAE000167391
("TCP" or "the Company")

DISTRIBUTION OF CIRCULAR INCORPORATING NOTICE OF GENERAL MEETING

Shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) of
the JSE Limited (JSE”) on Thursday, 1 September 2016 ("Terms Announcement”").

Shareholders are advised that a circular (“Circular”) which contains the details of (i) the proposed
transaction detailed in the Terms Announcement and (ii) the TCP conditional share plan, together with a
notice of general meeting and a form of proxy has been distributed to TCP shareholders today, Wednesday,
21 September 2016.

The general meeting will be held at 230 Jan Smuts Avenue (Corner Bompas Road), Dunkeld West,
Johannesburg at 09:00 on Thursday, 20 October 2016.

An electronic version of the Circular is available on TCP's website (www.transactioncapital.co.za).


SALIENT DETAILS AND TIMES

                                                                               2016


Record date to determine which TCP shareholders are eligible to        Friday, 16 September
receive the Circular


Circular distributed to TCP shareholders on                            Wednesday, 21 September



Distribution of Circular announcement to be released on SENS on        Wednesday, 21 September


Distribution of Circular announcement to be published in the press     Thursday, 22 September
on


Last day to make representations to the Takeover Regulation Panel      Wednesday, 5 October
(“TRP”) relating to the exemption application


Last day to trade to be recorded in the register in order to be able   Tuesday, 11 October
to attend, participate and vote at the general meeting


Record date for TCP shareholders to be recorded in the register in     Friday, 14 October
order to be able to attend, participate and vote at the general
meeting


Last day to lodge proxy forms (by no later than 09:00) for the         Wednesday, 19 October
general meeting on


General meeting held at 09:00 on                                       Thursday, 20 October


Results of general meeting released on SENS on                         Thursday, 20 October


Results of general meeting to be published in the press on             Friday, 21 October


Exemption application to the TRP to obtain the TRP Waiver Ruling       Friday, 21 October


Notes:


1.   The above dates and times are subject to amendment. Any such amendment will be released on SENS
     and published in the South African press.
2.   A proxy form not lodged with the transfer secretaries, being Computershare Investor Services
     Proprietary Limited ("Transfer Secretaries"), may be handed to the chairperson of the general meeting
     before the proxy exercises the voting rights of the TCP shareholder at the general meeting.
3.   If the general meeting is adjourned or postponed, forms of proxy submitted for the initial general
     meeting will remain valid in respect of any adjournment or postponement of the general meeting, unless
     withdrawn by the TCP shareholder.
4.   If the general meeting is adjourned or postponed then proxy forms that have not yet been submitted
     should be lodged with the Transfer Secretaries by no later than 24 hours before the adjourned or
     postponed general meeting but may nonetheless be handed to the chairperson of the adjourned or
     postponed general meeting before the proxy exercises the voting rights of the TCP shareholder at the
     adjourned or postponed general meeting.
5.   TCP will release a SENS announcement of the TRP Waiver Ruling and inform TCP shareholders that
     they may request the Takeover Special Committee to review the TRP Waiver Ruling within 5 business
     days of the date of the SENS announcement. This announcement shall also advise TCP shareholders
     of the expected date of the commencement of the listing of the TCP Subscription Shares on the stock
     exchange operated by the JSE.
6.   All dates and times quoted in this document are South African dates and times.


Dunkeld West, Johannesburg
21 September 2016

Sponsor
Deutsche Securities (SA) Proprietary Limited 

Independent Expert
Grant Thornton Advisory Services Proprietary Limited

Independent Reporting Accountant and Auditors
Deloitte & Touche

Legal Adviser
Edward Nathan Sonnenbergs Incorporated

Independent Legal Adviser (in respect of the Proposed Transaction)
Prinsloo, Tindle & Andropoulos Incorporated

Date: 21/09/2016 12:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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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.