TRANSCAPITAL INVESTMENTS LIMITED - TCII - Notification of an Amendment to the Issuers ZAR 2 Billion Note Programme Memorandum

TCII - Notification of an Amendment to the Issuer’s ZAR 2 Billion Note Programme Memorandum

TransCapital Investments Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2016/130129/06)
Bond Company code: TCII
(“TransCapital” or the “Issuer”)

NOTIFICATION OF AN AMENDMENT TO THE ISSUER’S ZAR 2 BILLION NOTE PROGRAMME
MEMORANDUM

Pursuant to paragraph 6.56(a) of the JSE Limited Debt Listings Requirements, noteholders are hereby
advised that the ZAR 2 billion Note Programme Memorandum (the “Programme Memorandum”) has
been amended to correct the manifest errors as detailed below:

    -   The addition of the words “all of the” in the last sentence of clause 11.5.5(b) on page 55 of
        the Programme Memorandum. The new clause will read as follows:

          “a Change of Control shall be deemed to have occurred at each time (whether or not
          approved by the senior management or board of directors of the Issuer), that any Person
          (Relevant Person) or Person Acting in Concert or any Person or Persons acting on behalf of
          any such Person(s), at any time directly or indirectly acquires Control of the Issuer or the
          Guarantor, as the case may be, provided that a Change of Control shall not be deemed to
          have occurred if the shareholders of the Relevant Person are also, or immediately prior to
          the event which would otherwise constitute a Change of Control were, all of the
          shareholders of the Issuer or the Guarantor, as the case may be.”

    -   The addition of the words “or the Guarantor or any of its Subsidiaries” to clause 21.9.2 on
        page 68 of the Programme Memorandum. The new clause will read as follows:

          “Notwithstanding anything to the contrary contained herein, any Noteholder that is the
          Issuer or any of its Subsidiaries or the Guarantor or any of its Subsidiaries, shall not be
          entitled to vote.”

The updated Programme Memorandum is available for inspection at the registered office of the Issuer
and will be made available for inspection on https://www.transactioncapital.co.za/transcap.php.

The updated Programme Memorandum will also be available for inspection on the JSE’s website,
www.jse.co.za.

Hyde Park
8 February 2022

Enquiries:
Lisa Lill – Company Secretary
Email: lisal@transactioncapital.co.za

Debt Sponsor:
Rand Merchant Bank (a division of FirstRand Bank Limited)

Date: 08-02-2022 03:00:00
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