TRANSACTION CAPITAL LIMITED - Fulfilment of conditions precedent: The acquisition of Bayport Financial Services and Zenthyme by Bayport Management

Fulfilment of conditions precedent: The acquisition of Bayport Financial Services and Zenthyme by Bayport Management

     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")



FULFILMENT OF CONDITIONS PRECEDENT: 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.    INTRODUCTION

      Transaction Capital shareholders are referred to the announcements on the Stock Exchange
      News Service of the JSE Limited on 23 October 2013 and 13 December 2013 and in the press on
      24 October 2013 and 17 December 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.   FULFILMENT OF CONDITIONS PRECEDENT

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



Johannesburg
30 December 2013


Sponsor to Transaction Capital
Deutsche Securities (SA) Proprietary Limited

Legal advisors to Transaction Capital
ENS

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

Independent auditors and reporting accountants
Deloitte

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 & Danielsson

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