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 Date: 30/12/2013 08:30:00 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.