TRANSACTION CAPITAL LIMITED - Dealings in securities by an associate of a director and notice of change of beneficial interests

Dealings in securities by an associate of a director and notice of change of beneficial interests

Transaction Capital Limited                                     TransCapital Investments Limited
(Incorporated in the Republic of South Africa)                  (Incorporated in the Republic of South Africa) 
Registration No: 2002/031730/06                                 (Registration No. 2016/130129/06)                          
JSE share code: TCP                                             JSE debt code: TCII
ISIN: ZAE000167391                                                                 
("Transaction Capital" or "the Company")                
                                                                    
               
DEALINGS IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR AND NOTICE OF CHANGE OF BENEFICIAL INTERESTS

The family of Roberto Rossi, a founder of Transaction Capital, is undertaking a process to rearrange the
ownership of its interest in Transaction Capital, but with no change in its absolute holding in the Company.
In compliance with paragraphs 3.63 and 3.65 of the JSE Limited Listings Requirements ("Listings
Requirements"), the following information is disclosed:

  Name of director                                 Roberto Rossi
  Name of company                                  Transaction Capital Limited
  Date transaction was effected                    16 September 2020
  Class of security                                Ordinary shares
  Share price                                      R18.30
  Number of shares                                 36 333 334
  Total value                                      R664 900 012
  Nature of transaction                            Off market disposal and acquisition of ordinary shares
  Nature of interest                               Indirect, non-beneficial
  Clearance obtained                               Yes
  Interest of associates                           The Rossi family’s look through interests of
                                                   36 333 334 Transaction Capital shares ('the shares'),
                                                   held by Sugar Tube Trust ('STT'), have been
                                                   distributed to Mr. Rossi

                                                   Mr. Rossi will thereafter dispose of the shares to
                                                   Pilatucom Holdings Limited ('Pilatucom') 50% of the
                                                   shares of which are held by trusts of which Mr. Rossi
                                                   is a contingent discretionary beneficiary.

                                                   The transaction with Pilatucom will be implemented
                                                   once formalities are finalised.


Change of beneficial interests

As a result of the above, and in accordance with section 122(3)(b) of the Companies Act no. 71 of 2008 (as
amended) ('the Act'), and paragraph 3.83(b) of the Listings Requirements, shareholders are hereby advised
that the Company received formal notification of the following changes of beneficial interests in the
Company:

1. STT has disposed of the shares in the Company to Mr. Rossi;
2. Mr. Rossi will dispose of the shares to Pilatucom; and
3. Pilatucom already owns 36 333 333 shares in the Company and will accordingly own 72 666 667
   shares in the Company after the above transactions representing 10.99% of the issued shares in the
   Company. The Rossi family’s look through interest in the issued shares of the Company accordingly
   remains unchanged at 5.49%.

Transaction Capital confirms that, as required in terms of section 122(3)(a) of the Act, the Company has
filed the required notices with the Takeover Regulation Panel and to the best of its knowledge and belief,
the information supplied by Mr.Roberto Rossi is complete and consistent.

Hyde Park
18 September 2020

Enquiries:
Phillipe Welthagen - Investor Relations
Telephone: +27 (0) 11 049 6700

Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)




                                                                                                

Date: 18-09-2020 07:05:00
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