CAPITEC BANK HOLDINGS LIMITED - General Repurchase Of 3% Of The Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares

General Repurchase Of 3% Of The Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares

Capitec Bank Holdings Limited
Registration number 1999/025903/06
Registered bank controlling company
Incorporated in the Republic of South Africa
JSE ordinary share code: CPI ISIN code: ZAE000035861
JSE preference share code: CPIP ISIN code: ZAE000083838
("Capitec" or "the Company")

GENERAL REPURCHASE OF 3% OF THE      NON-REDEEMABLE, NON-
CUMULATIVE,     NON-PARTICIPATING    PREFERENCE     SHARES
(“PREFERENCE SHARES”)

In 2010 the Basel Committee on Banking Supervision
published its global regulatory framework for more
resilient banks and banking systems (“Basel III”). The
Regulations relating to Banks were amended to provide,
among other things, for the implementation of Basel III
in South Africa which came into effect on 1 January 2013.
Prior to the implementation of Basel III, the preference
share capital of Capitec contributed fully to the capital
adequacy ratio of the Company. As a result of the
“grandfathering” provisions provided for in Basel III,
the contribution of the preference shares to the
Company’s capital adequacy ratio reduces by 10% per
annum. As from 1 January 2016, only 60% of the original
preference share capital contributed to Capitec’s capital
adequacy ratio.

In the notice of the Capitec annual general meeting held
on 27 May 2016(“the AGM”), shareholders were advised that
the board of the Company may resolve to repurchase
preference shares due to the preference shares’ declining
contribution to the Company’s capital adequacy ratio.
Shareholders were further advised that any repurchases
under the general authority proposed to be granted by
shareholders, would be at market value in accordance with
the provisions set out under the relevant special
resolution. At the AGM, shareholders granted a general
authority to the board of Capitec to repurchase up to 20%
of the issued preference share capital of Capitec (“the
current general authority”).

Shareholders are hereby advised that the Company has
repurchased 101 109 preference shares, representing 5.20%
of the issued preference share capital as at the date of
the   current   general  authority   to   repurchase   the
preference shares. The repurchase was made out of the
Company’s available cash resources. The total percentage
of preference shares repurchased to date in the 2016
financial year amounts to 5.20%. The preference shares
were repurchased for an aggregate value of R9 404 185.90.

    Date of         Number of   Highest     Lowest      Aggregate
   repurchase      preference  price per  price per       value
                     shares    preference preference
                   repurchased   share      shares

1-25 August 2016         4 118     R89.50     R89.50    R368 561.00

29-30 September
2016                    96 991     R93.50     R91.95  R9 035 624.90

The repurchases were made in terms of the general
authority granted by shareholders at the AGM, and were
effected through the order book operated by the JSE
trading system without any prior understanding or
arrangement between the Company and the counterparties.

Of the 101 109 preference shares repurchased, 4 118 have
been delisted and cancelled. Application will be made to
the JSE to de-list the balance of the preference shares
at which point they will be cancelled.

Capitec is entitled to repurchase a further 284 192
preference shares (14.75% of the preference shares in
issue as at the date of the current general authority),
in terms of the current general authority, which is valid
until Capitec’s next annual general meeting, subject to
the requirements of the Banks Act.

The impact of the repurchase of the preference shares on
the financial information of the Company is immaterial.
The preference shares were repurchased from excess cash
resources of the Company; going forward, no preference
share dividends will be payable on the repurchased
preference shares and interest earned on the cash
utilised for the repurchase will be foregone.

OPINION OF THE BOARD OF THE COMPANY

The board of Capitec has considered the effect of the
repurchases and is of the opinion that:

   -   the Company and the Company and its subsidiaries
       (“the Group”) will be able, in the ordinary course of
       business, to repay their debts for a period of 12
       months after the date of this announcement;
   -   the consolidated assets of the Company and the Group
       will be in excess of the consolidated liabilities of
       the Company and the Group for a period of 12 months
       after the date of this announcement;
   -   the Company’s and the Group’s share capital and
       reserves will be adequate for the purposes of the
       business of the Company and the Group for a period of
       12 months after the date of this announcement; and
   -   the Company and the Group will have sufficient
       working capital for ordinary business purposes.

Stellenbosch
3 October 2016

Sponsor and corporate advisor
PSG Capital Proprietary Limited

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