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Update on terms announcement relating to the acquisition of Paycorp by Main Street
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")
UPDATE ON TERMS ANNOUNCEMENT RELATING TO 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")
On 7 August 2013 the Company announced on SENS that it 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 ("Actis"))
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").
Categorisation of Proposed Transaction
At the time of the terms announcement, the Company was in discussion with the JSE
Limited (the "JSE") regarding the categorisation of the Proposed Transaction in terms of the
Listings Requirements of the JSE. These discussions have now been finalised and the
Company advises as follows:
1. Based on the consideration of approximately R937 million to be received by the
Company pursuant to the Proposed Transaction, the Proposed Transaction has been
confirmed as a Category 2 transaction in terms of the Listings Requirements of the
JSE.
2. Certain of the key management and senior executives of Paycorp are co-investing
with Actis in New Holdco, and their investment will collectively comprise
approximately 20% of the issued share capital of New Holdco.
These key management and senior executives include four executive directors of
Paycorp, one of whom is also a director of the Company (collectively referred to as
the "Executives"). The Executives were not involved in the negotiations between
the Company and New Holdco in determining the sale price and terms of the
Agreement embodying the terms and conditions of the Proposed Transaction, and
the Company is not aware of the terms of the agreement/s between the Executives
and New Holdco.
Based inter alia on the aforementioned facts, the JSE has ruled that the Proposed
Transaction is not a related party transaction or a small related party transaction in
terms of the Listings Requirements of the JSE.
Approval by Competition Commission
The Competition Commission has granted unconditional approval for the Proposed
Transaction.
Shareholders will be advised when all other conditions precedent have been fulfilled.
Johannesburg
30 August 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: 30/08/2013 03:30:00 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
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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.
