TRANSACTION CAPITAL LIMITED - TRP Ruling on the waiver of the requirement to make a mandatory offer

TRP Ruling on the waiver of the requirement to make a mandatory offer

Transaction Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06
JSE share code: TCP
ISIN: ZAE000167391
(“Transaction Capital” or “TCP”)

TRP RULING ON THE WAIVER OF THE REQUIREMENT
TO MAKE A MANDATORY OFFER

Shareholders of Transaction Capital ("Shareholders") are referred to the terms announcement
released relating to the restructure of shareholding of TCP and the specific issue of shares for cash
on the Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on Thursday, 1 September
2016, the distribution of circular incorporating notice of general meeting announcement released on
SENS on Wednesday, 21 September 2016 and, in particular, the results of general meeting
announcement released on SENS on Thursday, 20 October 2016, which detailed the results of the
general meeting of Shareholders held on said date ("Results of General Meeting Announcement").
Defined terms used but not defined in this announcement have the meanings set out in the
announcements set out above.

The Results of General Meeting Announcement stated, inter alia, that the waiver of mandatory offer
resolution was approved by independent Shareholders in terms of regulation 86(4) of the
Companies Regulations, 2011 ("White Wash Resolution").

Following the approval of the White Wash Resolution, an application was made to the Takeover
Regulation Panel ("TRP") for an exemption from the obligation of JMR Holdings Proprietary Limited
("JMRH") and, if applicable, any other party which may be acting in concert with it, to make a
mandatory offer to the holders of the remaining securities of TCP, and make a ruling as envisaged in
the TRP Guideline 2/2011 ("TRP Waiver Ruling").

Shareholders are advised that the TRP has granted the TRP Waiver Ruling. The reasons for granting
the TRP Waiver Ruling are available from the TRP on request by any Shareholder. Any such request
must be made in writing and addressed to "The Executive Director, Takeover Regulation Panel" at
any of the addresses indicated below.

Shareholders are also advised that they may request the Takeover Special Committee to review the
TRP Waiver Ruling within five business days of the publication of this announcement (i.e. not later
than 4 November 2016). Any such request must be made in writing and addressed to "The Executive
Director, Takeover Regulation Panel" at any of the addresses indicated below:

         If delivered by hand or courier:   If E-mailed:             If Faxed:
         The Executive Director             admin@trpanel.co.za      The Executive Director
         Takeover Regulation Panel                                   Takeover Regulation Panel
         1st Floor, Block 2, Freestone Park                            + 27 (0) 11 784 0062
         135 Patricia Road
         Atholl
         Johannesburg
         2196

The TRP waiver proceedings will be regarded as complete (i) after the expiry of the aforesaid five
business day period if no Shareholder/s requests the Takeover Special Committee to review the TRP
Waiver Ruling or (ii) on the date that the Takeover Special Committee confirms the TRP Waiver
Ruling if Shareholder/s requests the Takeover Special Committee to review the TRP Waiver Ruling.
Thereafter, the only outstanding suspensive condition to the implementation of the Transaction is
the JSE approving the listing of the TCP Subscription Shares on the stock exchange operated by the
JSE.

Assuming that the TRP waiver proceedings will be regarded as complete after the expiry of the
aforesaid five business day period, it is expected that the TCP Subscription Shares will be listed on
the stock exchange operated by the JSE from the commencement of trading on or about
14 November 2016.

Dunkeld West
28 October 2016

Enquiries:
Phillipe Welthagen - Investor Relations
Telephone: +27 (0) 11 049 6700

Sponsor:
Deutsche Securities (SA) Proprietary Limited

Date: 28/10/2016 01:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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