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Posting of Circular and Notice of General Meeting
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")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the announcement released on the Stock Exchange News Service of
the JSE Limited (“SENS”) on Wednesday, 23 October 2013 and published in the South African press
on Thursday, 24 October 2013 in terms of which they were advised that -
1.1 Transaction Capital currently owns 82.65% of the issued share capital of each of Bayport
Financial Services 2010 Proprietary Limited (“BFS”) and Zenthyme Investments Proprietary
Limited (“Zenthyme”);
1.2 Transaction Capital has entered into 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 Transaction Capital will acquire from the Minorities all the issued
shares in BFS and Zenthyme held by the Minorities on the same terms and conditions
(including the price), mutatis mutandis, contained in the Agreement (defined in paragraph 1.3
below) such that on the implementation of the Minority Buy-Out Agreement, BFS and Zenthyme
will become wholly owned subsidiaries of Transaction Capital;
1.3 contemporaneously with the signature of the Minority Buy-Out Agreement, Transaction Capital
entered into 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, and after implementation of the Minority Buy-Out
Agreement, become wholly owned subsidiaries of BML,
(collectively the “Proposed Transaction”).
The Minority Buy-Out Agreement and the Agreement are conditional on one another and are
accordingly indivisibly linked.
2. CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are advised that a circular setting out full details of the Proposed Transaction and
containing a notice convening a general meeting of Transaction Capital shareholders (“General
Meeting”) to approve the resolutions required to authorise the Proposed Transaction and ancillary
matters has been distributed to Transaction Capital shareholders today, Thursday, 14 November
2013 (“Circular”).
The General Meeting will be held in the Lord of the Rings boardroom at the registered office of
Transaction Capital at Sandhavon Office Park, 14 Pongola Crescent, Eastgate Extension 17,
Sandton, 2199, at 08:30 on Friday, 13 December 2013 to consider and, if deemed fit, to pass, with or
without modification, the proposed ordinary resolutions.
3. IMPORTANT DATES AND TIMES OF THE PROPOSED TRANSACTION
The important dates and times relating to the Proposed Transaction are set out in the table below. Words
and expressions in the table and notes below shall have the same meaning as assigned to them in the
Circular.
2013
Record date for the purposes of receiving the notice of General Meeting Friday, 8 November
Circular distributed to Transaction Capital shareholders on Thursday, 14 November
Last day to trade in order to attend, participate in and vote at the General Friday, 29 November
Meeting
Record date to determine which Transaction Capital shareholders may attend, Friday, 6 December
participate in and vote at the General Meeting
Last day for receipt of forms of proxy for the General Meeting by the Transfer Thursday, 12 December
Secretaries by no later than 08:30 on (see notes 3 and 4)
General Meeting to be held at 08:30 on Friday, 13 December
Results of the General Meeting to be released on SENS on Friday, 13 December
Results of the General Meeting to be published in the South African press on Tuesday, 17 December
Notes:
1. The above dates and times are subject to change. Any material changes will be released on SENS and
published in the South African press.
2. Any reference to time is a reference to South African time.
3. If any form of proxy is not delivered timeously to the address of the Transaction Capital’s transfer
secretaries, being Computershare Investor Services Proprietary Limited (“Transfer Secretaries”), it
may be handed to the chairman of the General Meeting at any time before the proxy exercises any
rights of the shareholder at the General Meeting.
4. If the General Meeting is adjourned or postponed, an appropriate announcement will be released on
SENS and published in the South African press. In such circumstances a form of proxy must be
received preferably by no later than 24 hours prior to the time of the adjournment or postponement of
the General Meeting (excluding Saturdays, Sundays and official public holidays in South Africa) at the
offices of the Transfer Secretaries, provided that if any form of proxy is not delivered timeously it may be
handed to the chairman of the adjourned or postponed General Meeting at any time before the proxy
exercises any rights of the shareholder at such adjourned or postponed General Meeting.
Johannesburg
14 November 2013
Sponsor to Transaction Capital
Deutsche Securities (SA) Proprietary Limited
Legal advisors to Transaction Capital
ENS africa
Independent Professional Expert to the board of directors of Transaction Capital
Grant Thornton
Independent auditors and reporting accountants
Deloitte & Touche
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 and Danielsson
Date: 14/11/2013 04:30:00 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
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.
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