TRANSACTION CAPITAL LIMITED - Fulfilment of Outstanding Conditions Precedent and Completion of Transaction

Fulfilment of Outstanding Conditions Precedent and Completion of Transaction

Transaction Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06
JSE share code: TCP
ISIN: ZAE000167391
(“Transaction Capital”)


FULFILMENT OF OUTSTANDING CONDITIONS PRECEDENT AND COMPLETION OF TRANSACTION

1.   INTRODUCTION

     Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited
     on 14 November 2016 advising shareholders that a newly established wholly-owned subsidiary of Transaction
     Capital (the “Purchaser”), together with Transaction Capital, had entered into a Sale of Shares Agreement (the
     “Agreement”) in terms of which the Purchaser would acquire the entire issued share capital of DLJ Holding Co Pty
     Ltd, which owns 100% of Recoveries Corporation Group Limited in Australia (collectively, together with their
     subsidiaries, “Recoveries Corporation Group”) and would capitalise Recoveries Corporation Group by way of a
     subscription for shares (the “Transaction”).

     Defined terms used but not defined in this announcement have the meanings set out in the abovementioned
     announcement of 14 November 2016.


2.   FULFILMENT OF CONDITIONS PRECEDENT AND AMENDMENT TO THE AGREEMENT

     Transaction Capital is pleased to advise that all conditions precedent to the Transaction as set out in the Agreement
     have been fulfilled. Accordingly, the Transaction is now unconditional.

     Shareholders are hereby advised that certain amendments were made to the Agreement, the most material of
     which include the following:

     2.1. the obligation to provide a bank guarantee in respect of the First Earn-out Payment and Second Earn-out
          Payment will be replaced with an obligation to provide:

          2.1.1. a guarantee by Transaction Capital (subject to obtaining the necessary South African Reserve Bank
                 (“SARB”) approval in this regard within 12 weeks of the effective date of the Transaction) in favour of
                 the Sellers (“TC Earn Out Guarantee”); and

          2.1.2. a pledge by Transaction Capital of the shares in DLJ Holding Co Pty Ltd (the holding company of
                 Recoveries Corporation) in favour of the Sellers (“Pledge”);
                                                                                                                       
    2.2. if the SARB fails to timeously approve the provision of the TC Earn Out Guarantee, the Purchaser will be obliged
         to provide a bank guarantee in respect of the First Earn-out Payment and the Second Earn-out Payment and
         the Pledge will be released by the Sellers.

Dunkeld West
22 December 2016

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

Sponsor:
Deutsche Securities (SA) Proprietary Limited

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