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

General Repurchase Of An Additional 3% 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 AN ADDITIONAL 3% 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 29 May 2015(“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, in addition to the
12.55% preference shares previously repurchased, as
advised to shareholders on 18 January 2016, the Company
has repurchased 75 616 preference shares, representing
3.30% 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 15.85%. The preference shares
  were repurchased for an aggregate value of R6 935 288.48.

  Date of        Number of    Highest    Lowest       Aggregate
 repurchase     preference   price per  price per       value
                  shares    preference preference
                repurchased    share     shares
13 January to        75 616      R92.50     R88.00   R6 935 288.48
25 February
2016

  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.

  Application will be made to the JSE to de-list the
  preference shares at which point they will be cancelled.

  Capitec is entitled to repurchase a further 95 335
  preference shares (4.15% 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.

  As at the date of this announcement, the Company held 75
  616 preference shares in treasury.

  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 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
26 February 2016

Sponsor and corporate advisor
PSG Capital Proprietary Limited

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