TRANSCAPITAL INVESTMENTS LIMITED - TCII - Notification of an amendment to the Issuers ZAR 2 Billion Note Programme Memorandum

TCII - Notification of an amendment to the Issuer’s ZAR 2 Billion Note Programme Memorandum

TransCapital Investments Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2016/130129/06)
Bond Company code: TCII
(“TransCapital” or the “Issuer”)


NOTIFICATION OF AN AMENDMENT TO THE ISSUER’S ZAR 2 BILLION NOTE PROGRAMME MEMORANDUM

TransCapital has received approval from the JSE Limited (the “JSE”) on the amendments to its
ZAR 2 Billion Note Programme Memorandum (the “Programme Memorandum”). A summary of the
amendments effected is provided below:

•   Updates to the Documents Incorporated by Reference section to include links to where the
    information is available and the inclusion of an Information Statement containing disclosure
    information, which has been removed from the Programme Memorandum:
        - pertaining to the business description, corporate governance, board of directors and
          board committees of the Issuer and the Guarantor as well as the information pertaining
          to the conflicts of interest and nomination policies, debt officer and company secretary of
          the Issuer; and
        - relating to risk factors specific to the Issuer, the Guarantor and the notes.
•   Amendments to the pro forma applicable pricing supplement to cater for amendments to the JSE
    Debt Listings Requirements (“Requirements”);
•   Amendments to Condition 3.2 headed “Registered Notes” to cater for the issuance of listed and
    unlisted notes in uncertificated form;
•   Amendments to Condition 9.5 headed “Accrual of Interest” in respect of accrued interest on early
    redemption amounts that are improperly withheld or refused;
•   Amendments to the terms and conditions to cater for the amendments to the Requirements
    effective 30 September 2020, which resulted in amendments to Conditions 11, 20 and 21 headed
    “Redemption and Purchase”, “Amendment of these Terms and Conditions” and “Meetings of
    Noteholders/Consent Process” respectively;
•   Amendments to cater for the movement of unlisted notes to Strate Proprietary Limited’s platform;
•   Inclusion of Condition 14.2 headed “Registration of Notes Issued in Uncertificated Form”;
•   Updates to the Terms and Conditions of the Guarantee, the Subscription and Sale, the Settlement,
    Clearing and Transfer, the Taxation, the General Information, the Corporate Information and the
    South African Exchange Control sections of the Programme Memorandum;
•   Definitions were removed or inserted to give effect to all of the above-mentioned amendments;
    and
•   Other technical changes.

The updated Programme Memorandum and Information Statement are available for inspection at the
registered office of the Issuer and have been made available for inspection on,
https://www.transactioncapital.co.za/transcap.php.

The updated Programme Memorandum will also be available for inspection on the JSE’s website,
www.jse.co.za.



Hyde Park
09 June 2021


Debt Sponsor:
Rand Merchant Bank (a division of FirstRand Bank Limited)

Date: 09-06-2021 11:00:00
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