TRANSACTION CAPITAL LIMITED - Results of accelerated bookbuild offering

Release Date: 08/03/2018 08:00
Code(s): TCP
 
Wrap Text
Results of 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”)


RESULTS OF ACCELERATED BOOKBUILD OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE
Limited (“JSE”) on 7 March 2018 relating to the disposal of Transaction Capital shares by Everglen Capital
Proprietary Limited (“Everglen”) via an accelerated bookbuild offering (“the Bookbuild”).

Transaction Capital is pleased to announce the successful completion of the Bookbuild, which was
oversubscribed. Everglen disposed of 72 million Transaction Capital shares at a price of R16.80 per share,
representing a 2.4% discount to the pre-launch 30 day volume weighted average price of R17.21 as at 7
March 2018.

Both new and existing institutional investors participated in the Bookbuild, diversifying the Company’s investor
base and increasing foreign ownership. The Bookbuild has significantly increased the Company’s free float
which is expected to improve share liquidity.

Following the Bookbuild, Everglen continues to hold 178 million Transaction Capital shares, representing
29.2% of the Company’s issued share capital.

Goldman Sachs International acted as Sole Bookrunner and Joint Lead Manager and Macquarie Capital
South Africa Proprietary Limited acted as Joint Lead Manager in relation to the Bookbuild.

Dunkeld West
8 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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