TRANSACTION CAPITAL LIMITED - Fulfilment of a condition precedent

Fulfilment of a condition precedent

Transaction Capital Limited                        TransCapital Investments Limited
(Incorporated in the Republic of South Africa)     (Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06                (Registration No. 2016/130129/06)
JSE share code: TCP                                Bond Company code: TCII
ISIN: ZAE000167391
(“Transaction Capital”)


  FULFILMENT OF A CERTAIN CONDITION PRECEDENT IN RELATION TO THE TRANSACTION IN WHICH
  TRANSACTION CAPITAL INCREASES ITS SHAREHOLDING IN WBC HOLDINGS PROPRIETARY LIMITED,
  INCORPORATING ITS SUBSIDIARIES INCLUDING WE BUY CARS PROPRIETARY LIMITED

1.INTRODUCTION
  Shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”)
  of the JSE Limited on 27 May 2021 advising shareholders that Transaction Capital Motor Holdco
  Proprietary Limited (“TCMH”) (a wholly-owned subsidiary of Transaction Capital) concluded agreements
  to (i) subscribe for shares in WBC Holdings Proprietary Limited (“WBC Holdco”) and acquire shares from
  certain of the existing shareholders in WBC Holdco; and (ii) exchange the existing shares held by TCMH
  in We Buy Cars Proprietary Limited for newly issued shares in WBC Holdco, such that following the
  implementation of the agreements, TCMH will hold 74.9% of the issued shares in WBC Holdco on a fully
  diluted basis (the “proposed transaction”).

2.FULFILMENT OF CERTAIN CONDITIONS PRECEDENT
  Transaction Capital is pleased to advise that it has obtained the approval of the competition authorities
  to implement the proposed transaction. The proposed transaction is still subject to the remaining
  conditions precedent set out in the SENS of 27 May 2021 and a further announcement will be made
  once those conditions have been fulfilled.

  Hyde Park
  4 August 2021

  Enquiries:
  Nomonde Xulu - Investor Relations
  Email: nomondex@transactioncapital.co.za

  JSE Sponsor and Equity Markets Broker:
  Investec Bank Limited

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

  Legal counsel to Transaction Capital:
  ENSAfrica

  Tax advisors to Transaction Capital:
  Werksmans Attorneys

  Corporate advisor to WBC Holdco:
  Pallidus Capital Proprietary Limited

  Legal counsel to WBC Holdco:
  Cliffe Dekker Hofmeyr Inc.

Date: 04-08-2021 11:42:00
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