Wrap Text
Accelerated bookbuild offering
Transaction Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06
JSE share code: TCP
ISIN: ZAE000167391
(“Transaction Capital” or “the Company”)
ACCELERATED BOOKBUILD OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
1. INTRODUCTION
Transaction Capital has received notification from Everglen Capital Proprietary Limited (“Everglen”) that it
intends to dispose of a portion of its shareholding in the Company. Subject to acceptable pricing being
achieved and in its sole discretion, Everglen will sell approximately USD100 million of Transaction Capital
shares via an accelerated bookbuild offering (“the Bookbuild”).
Everglen currently owns 250 million shares (41%) in Transaction Capital. To the extent that the Bookbuild is
completed, Everglen will still remain the largest shareholder of the Company, and its shareholder of
reference. Jonathan Jawno, Michael Mendelowitz and Roberto Rossi (“the Founders”) are trustees and
discretionary beneficiaries of their respective family trusts, each of which holds an equal shareholding in
Everglen.
The Founders have been actively involved in the core assets of Transaction Capital, and have directly or
indirectly owned significant stakes in these businesses over an extended period of time, culminating in the
formation of Transaction Capital in 2007 and its listing in June 2012. Transaction Capital’s market
capitalisation has grown from approximately R4.6 billion on listing to R10.6 billion at close of business on 6
March 2017. It is thus appropriate for Everglen to rebalance its investment in Transaction Capital while
remaining materially invested in the Company for the long term, not altering its focus on and commitment to
the Company’s continued success.
Everglen’s partial divestment represents the next phase of Transaction Capital’s evolution beyond its
foundation phase. Post this disposal, the Company’s free float will be significantly increased, removing
current liquidity constraints. The Bookbuild also facilitates the opportunity for new and existing investors to
increase their shareholding in the Company, resulting in an expanded base of local and specifically
international investors.
2. THE BOOKBUILD
The Bookbuild is being offered to qualifying investors only (as set out in greater detail in the disclaimer below)
and will not be offered to the public in any jurisdiction. The Bookbuild is not an offer to the public as
contemplated under the South African Companies Act, No.71 of 2008, as amended.
The Bookbuild will open following market close at 17h00 (South African time) on Wednesday, 7 March 2018,
and Everglen reserves the right to close it at any time thereafter. Pricing and allocations will be announced
as soon as practical following the closing of the Bookbuild.
Goldman Sachs International is acting as Sole Bookrunner and Joint Lead Manager and Macquarie Capital
South Africa Proprietary Limited is acting as Joint Lead Manager in relation to the Bookbuild.
Dunkeld West
7 March 2018
Sole Bookrunner and Joint Lead Manager
Goldman Sachs International
Joint Lead Manager
Macquarie Capital South Africa Proprietary Limited
South African Legal Counsel
Edward Nathan Sonnenbergs Inc.
Transaction Capital Limited
Investor Relations - +27 11 049 6700
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
This announcement does not and is not intended to constitute an offer to the public in South Africa in terms
of the South African Companies Act, No.71 of 2008 as amended (“Companies Act”). Neither this
announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the
United States, Canada, Australia, Japan or any jurisdiction in which it would be unlawful to do so.
The Bookbuild is not an offer to the public as contemplated under the Companies Act. Potential investors are
only permitted to apply for shares with a minimum total acquisition cost, per single addressee acting as
principal, of greater than or equal to ZAR1 000 000, unless the potential investor is a person, acting as
principal, whose ordinary business, or part of whose ordinary business, is to deal in securities, whether as
principal or agent (in reliance on Section 96(1)(a)(i) and 96(1)(b) of the Companies Act) or such applicant
falls within one of the other specified categories of persons listed in section 96(1) of the Companies Act.
This announcement is not for publication or distribution or release, directly or indirectly, in the United States
of America (including its territories and possessions, any state of the United States and the District of
Columbia).
This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or
subscribe for securities in the United States or any other jurisdiction. The securities referred to herein have
not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered or sold, directly or indirectly, in the United States, absent registration or an exemption
from, or transaction not subject to, the registration requirements of the Securities Act. No public offering of
securities is being made in the United States.
This announcement is for information purposes only and in member states of the European Economic Area
(other than the United Kingdom) is directed only at persons who are qualified investors (as defined in article
2(1)(e) of EU directive 2003/71/EC (the “Prospectus Directive”) and the relevant implementing rules and
regulations adopted by each Member State). In the United Kingdom, this announcement is directed only at
the following persons: investment professionals falling within article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); and high net worth entities, and other
person to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order.
This announcement has been issued by and is the sole responsibility of Transaction Capital. No
representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility
or liability is or will be accepted by Goldman Sachs International or Macquarie Capital South Africa Proprietary
Limited or by any of their respective affiliates or their respective partners, directors, officers, employees or
agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or
oral information made available to or publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
FORWARD LOOKING INFORMATION
This announcement contains (or may contain) certain forward-looking statements with respect to certain of
Transaction Capital’s plans and its current goals and expectations relating to its future financial condition and
performance and which involve a number of risks and uncertainties. Transaction Capital cautions readers
that no forward-looking statement is a guarantee of future performance and that actual results could differ
materially from those contained in the forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events and circumstances a number of
which are beyond Transaction Capital's control. These forward-looking statements reflect Transaction
Capital’s judgement at the date of this announcement and are not intended to give any assurance as to future
results. Except as required by the JSE, or applicable law, Transaction Capital expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any forward looking statements
contained in this announcement to reflect any changes in the Company’s expectations with regard thereto or
any changes in events, conditions or circumstances on which any such statement is based. For further
information on Transaction Capital, investors should review the Company’s Annual Report hosted at
www.transactioncapital.co.za
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