TRANSACTION CAPITAL LIMITED - Results of General Meeting

Results of General Meeting

TRANSACTION CAPITAL LIMITED                                   Bayport Management Limited
(Incorporated in the Republic of South Africa)                (Incorporated in Mauritius)
(Registration No. 2002/031730/06)                             (Registration No. 54787 C1/GBL)
ISIN: ZAE00167391                                             (“BML”)
JSE share code: TCP
("Transaction Capital" or the "Company")


RESULTS OF GENERAL MEETING: THE ACQUISITION OF BAYPORT FINANCIAL SERVICES
2010 PROPRIETARY LIMITED (“BFS”) AND ZENTHYME INVESTMENTS PROPRIETARY
LIMITED (“ZENTHYME”) BY BAYPORT MANAGEMENT LIMITED (“BML”), A COMPANY
INCORPORATED IN MAURITIUS AND LISTED ON THE STOCK EXCHANGE OF MAURITIUS

1      Transaction Capital shareholders are referred to the announcement on the Stock Exchange News
       Service of the JSE Limited on 23 October 2013 and in the press on 24 October 2013, wherein
       shareholders were advised, inter alia, that the Company had entered into –

1.1          a sale of shares agreement (the “Minority Buy-Out Agreement”) with the Trustees of the
             Stuart Stone Family Trust, Grant Kurland, Martin Freeman, Justin Chola and Suganthran
             Govender (collectively the “Minorities”), BFS and Zenthyme in terms of which agreement
             Transaction Capital will acquire from the Minorities all the issued shares in BFS and
             Zenthyme held by the Minorities; and

1.2          an agreement (“Agreement”) with BFS, Zenthyme and BML, pursuant to and in terms of
             which BFS and Zenthyme will, subject to the fulfilment or waiver of the conditions precedent
             specified in the Agreement ("Conditions Precedent"), and after implementation of the
             Minority Buy-Out Agreement, become wholly owned subsidiaries of BML,

(collectively the "Proposed Transaction").

2      Shareholders are advised that, at the general meeting of the Company held today, 13 December
       2013, the ordinary resolutions relating to the proposed category 1 transaction and related party
       transaction arising from the Proposed Transaction, were approved by the requisite majorities.

3      The Proposed Transaction remains subject to the fulfilment or waiver of the following Conditions
       Precedent:-

3.1        the agreement concluded by BML to raise funds to enable it to discharge the consideration
           to be paid by it under the Agreement becomes unconditional in accordance with its terms
           and statutory approvals required to implement that agreement is obtained;

3.2        there will be no material adverse change as notified either by Transaction Capital or BML
           (as the case may be) between the signature date of the Agreement and three business days
           before the Effective Date (being the last day of the month during which the Conditions
           Precedent (other than the material adverse change condition envisaged herein) are fulfilled
           or waived, as the case may be).

4     In addition, if the Proposed Transaction is not implemented in accordance with the terms of the
      Agreement by the later of 31 March 2014 and the final determination of any dispute as to whether
      a material adverse change has occurred, then unless otherwise agreed by the parties to the
      Agreement, the Agreement will terminate.

Johannesburg
13 December 2013

Sponsor to Transaction Capital
Deutsche Securities (SA) Proprietary Limited

Legal advisors to Transaction Capital
ENS Africa

Independent Professional Expert to the board of directors of Transaction Capital
Grant Thornton

Independent auditors and reporting accountants
Deloitte & Touche

Tax advisors to Transaction Capital
Werksmans Attorneys

Corporate advisors to BML
Hyde Park Capital

South African legal advisors to BML
Bowman Gilfillan

International legal advisors to BML
Berwin Leighton Paisner

Swedish debt advisors to BML
Gernandt and Danielsson
Date: 13/12/2013 10:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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