TRANSACTION CAPITAL LIMITED - Fulfilment of Conditions Precedent: The Acquisition of Paycorp Holdings Proprietary Limited

Fulfilment of Conditions Precedent: The Acquisition of Paycorp Holdings Proprietary Limited

TRANSACTION CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 2002/031730/06)
ISIN: ZAE00167391
JSE share code: TCP
("Transaction Capital" or the "Company")


FULFILMENT OF CONDITIONS PRECEDENT: THE ACQUISITION OF PAYCORP
HOLDINGS PROPRIETARY LIMITED (REGISTRATION NO.  2000/020217/07)
("PAYCORP") BY MAIN STREET 1127 PROPRIETARY LIMITED (REGISTRATION NO.
2013/077630/07) ("NEW HOLDCO")

1.   INTRODUCTION

     Transaction Capital shareholders are referred to the announcements on the Stock
     Exchange News Service (“SENS”) of the JSE Limited on 7 August 2013 and 30 August
     2013 and in the press on 8 August 2013 and 2 September 2013, wherein shareholders
     were advised, inter alia, that the Company had entered into a written agreement (the
     "Agreement") with Paycorp, New Holdco (a subsidiary of Actis Columbus (Mauritius)
     Limited, the shares of which are held by funds managed by Actis LLP) and Main Street
     1126 Proprietary Limited, a wholly owned subsidiary of New Holdco, pursuant to and in
     terms of which Paycorp will, subject to the fulfilment or waiver of the conditions
     precedent contained in the Agreement, become a wholly owned subsidiary of New
     Holdco (the "Proposed Transaction").

2.   FULFILMENT OF CONDITIONS PRECEDENT AND AMENDMENT TO THE AGREEMENT

     Shareholders are advised that all conditions precedent to the Proposed Transaction
     have been timeously fulfilled or waived.

     Shareholders are hereby advised that certain amendments were made to the
     Agreement in terms of amendment letters entered into between the parties, including
     the following:-

   2.1 the effective date and the implementation date of the Proposed Transaction were
       changed to 1 November 2013 (“Effective Date”); and

   2.2 the consideration to be received by Transaction Capital has been increased by R2,5
       million and as a result, Transaction Capital is no longer entitled to receive a
       proportion of the net profits of Paycorp and its subsidiaries for the period from 1
       October 2013 up to and including the Effective Date.

    The material terms and conditions of the Agreement, as announced on SENS and in the
    press, remain the same save for the changes set out above.


Johannesburg
1 November 2013

Legal advisors to Transaction Capital:
Edward Nathan Sonnenbergs Inc.

Sponsor to Transaction Capital:
Deutsche Securities (SA) Proprietary Limited

Independent Expert to board of directors of Transaction Capital:
Grant Thornton Advisory Services Proprietary Limited

Independent auditors and reporting accountant on the unaudited pro forma financial
information of Transaction Capital:
Deloitte

Tax advisors to Transaction Capital:
Werksmans

Legal and tax advisers to Actis and New Holdco:
Webber Wentzel

Date: 01/11/2013 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
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.