Wrap Text
Pre-Listing Capital Raise: Opening of Offer to Qualifying Investors to subscribe for and/or purchase WBC Shares
Transaction Capital Limited TransCapital Investments Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06 Registration number: 2016/130129/06
JSE share code: TCP Bond company code: TCII
ISIN: ZAE000167391 LEI: 378900AA31160C6B8195
("Transaction Capital" or "the Company")
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION,
PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
PRE-LISTING CAPITAL RAISE: OPENING OF OFFER TO QUALIFYING INVESTORS TO SUBSCRIBE FOR AND/OR PURCHASE
WBC SHARES
Unless defined in the body of this Announcement, capitalised terms used in this Announcement (including the
heading) shall have the meaning ascribed to them in the definitions section at the end of this Announcement.
1. INTRODUCTION
1.1 Shareholders are referred to the announcement released by Transaction Capital on SENS on Tuesday,
13 February 2024, advising Shareholders of the firm intention to unbundle WeBuyCars and its separate
listing on the main board of the JSE; the WeBuyCars share issue of R760 million; the sale of WBC Shares of
R500 million by existing shareholders; the pre-listing capital raise of R750 million; and the withdrawal of
the cautionary announcement.
1.2 Shareholders are also referred to the announcements released by Transaction Capital on SENS on Tuesday,
12 March 2024 relating to the publication of the Pre-listing Statement and on Friday, 15 March 2024
relating to the results of the voting at the general meeting, at which the Unbundling was approved by
approximately 100% of Transaction Capital shareholders who exercised their votes (being circa 82% of the
shareholder base). No written notices of objection in respect of the unbundling resolution and in terms of
section 164(3) of the Companies Act were delivered by Shareholders.
1.3 Shareholders are advised that the Board and the current shareholders of WeBuyCars have resolved to
proceed with the pre-listing capital raise to be implemented by the issue of WBC Shares by WeBuyCars in
an aggregate amount of R750 million and the sale of WBC Shares by Transaction Capital in an aggregate
amount of up to circa. R365 million* (collectively referred to herein as the "Capital Raise"), on the basis set
out in this Announcement.
* The final number of WBC Shares which will be sold by Transaction Capital under the Capital Raise will depend on the
price at which such shares are sold (i.e. the book closing price). The Circular contemplates value realisation by
Transaction Capital of approximately between R900 million and R1.25 billion in aggregate as a result of the various
capital raising initiatives as set out in the Circular. The amount of circa.R365 million noted above represents a
contribution to the maximum value within the aforesaid range.
1.4 For the avoidance of doubt, the relevant WBC Shares share issue book will be filled first before the
purchases of Placing Shares are allocated under the Capital Raise.
2. TERMS OF THE CAPITAL RAISE
2.1 The Capital Raise is being conducted by way of an accelerated bookbuild, in terms of which certain selected
Qualifying Investors will be invited to subscribe for and/or purchase WBC Shares ("Placing Shares") at the
book closing price. The criteria that may be considered, includes, inter alia, early submissions of irrevocable
undertakings, pricing of the bids and size of bids by Qualifying Investors.
2.2 Neither this Announcement, nor the Pre-listing Statement, constitutes an invitation to the public to acquire
or subscribe for securities in any jurisdiction. This Announcement is issued in compliance with the JSE
Listings Requirements for the purpose of providing information to selected persons in South Africa in
relation to Transaction Capital and WeBuyCars, and does not constitute, envisage or represent an offer to
the public, nor does it constitute a prospectus, in each case as contemplated in the Companies Act.
2.3 An invitation to participate in the Capital Raise will only be made to, and be capable of acceptance by
Qualifying Investors (i) falling into one of the specified categories listed in section 96(1)(a) of the Companies
Act or (ii) acting as principal, acquiring offering shares for a total acquisition cost of R1,000,000 or more, as
contemplated in section 96(1)(b) of the Companies Act and in each case to whom the invitation to
participate in the Capital Raise is specifically addressed. Accordingly: (i) the Capital Raise will not be an offer
to the public as contemplated in the Companies Act; and (ii) no prospectus has been, or will be, filed with
the South African Companies and Intellectual Property Commission in respect of the Capital Raise. The
following parties may not participate in the Capital Raise: any person who is not a Qualifying Investor; any
person who may not lawfully participate in the Capital Raise; and any person acting on behalf of a minor or
deceased estate.
2.4 WeBuyCars and Transaction Capital intend to raise capital by way of: (i) the issue by WeBuyCars of a
maximum of 35 583 127 authorised but unissued WBC Shares; and (ii) the sale by Transaction Capital of a
maximum of 17 317 121 WBC Shares held by Transaction Capital.
2.5 The issue and/or sale of the Placing Shares will be subject to the fulfilment of the suspensive condition that,
as set out in the JSE Listing approval letter received on 13 March 2024 ("JSE Approval Letter"), the balance
of the Part II documents (being the documents set out in section 16.12 of the JSE Listings Requirements)
are submitted to the JSE by no later than 48 hours before the Listing Date (being no later than 16 April
2024) and the General Manager: Issuer Regulation at the JSE confirms his satisfaction with the Part Il
documents ("CP Fulfilment"). For the avoidance of doubt, this suspensive condition will be fulfilled upon
receipt of such confirmation.
2.6 Accordingly, the issue/sale of the Placing Shares to Qualifying Investors will be unconditional on CP
Fulfilment. Computershare Investor Services Proprietary Limited, being the transfer secretary of
WeBuyCars, will hold the consideration received pertaining to the issue / sale of the Placing Shares
("Placement Consideration") in escrow for and on behalf of Qualifying Investors, pending CP Fulfilment, in
terms of an escrow agreement concluded with WeBuyCars and Transaction Capital ("Escrow Agreement").
For the avoidance of doubt, in the unlikely event that the suspensive condition is not fulfilled on or before
8:30 (SAST) on Tuesday, 16 April 2024, the Placement Consideration will be refunded to the Qualifying
Investors in full with interest accrued thereon under the Escrow Agreement by no later than Thursday,
18 April 2024.
2.7 The Capital Raise will occur on a delivery-vs-payment basis, in accordance with the terms of the irrevocable
offers ("Irrevocable Undertaking") to be submitted by Qualifying Investors (or in such other form as may
be permitted by Transaction Capital and WeBuyCars). The Placing Shares will rank pari passu in all respects
with the WBC Shares already in issue, and are anticipated to be listed on the Main Board of the JSE on the
Listing Date.
2.8 The Company and WeBuyCars expect to close the Capital Raise by 10h00 (SAST) on Tuesday,
19 March 2024.
2.9 It is currently expected that the price at which the Placing Shares will be offered to invited Qualifying
Investors in terms of the Capital Raise will be in the price range between R21.08 and R24.54 per Placing
Share ("Price Range"). However, the final price may ultimately be outside the Price Range. The final book
closing price will be determined by demand through the Capital Raise, and will be announced on SENS,
together with the results of the Capital Raise on Wednesday, 20 March 2024.
2.10 Irrespective of the final placement price, if the boards of WeBuyCars and Transaction Capital, in their
discretion determine that it would not be advisable to proceed with the Capital Raise, Transaction Capital
and WeBuyCars shall not be obliged to proceed with the Capital Raise.
2.11 In order to comply with section 33(2) of the Financial Markets Act, the WBC Shares will be issued in
Dematerialised form. However, the Financial Markets Act does allow for shareholders to hold shares in
certificated form and therefore after WBC Shares have been delivered pursuant to the Listing, a
shareholder, if they so wish, may contact his CSDP or broker and request that the WBC Shares be
rematerialised into certificated form.
2.12 The Capital Raise will not be underwritten.
2.13 In the event of an over-subscription, WeBuyCars and Transaction Capital shall, in their sole and absolute
discretion, elect to issue and/or sell such additional number of WBC Shares ("Additional Placing Shares") as
they determine appropriate. WeBuyCars and Transaction Capital will determine an appropriate allocation
mechanism, such that the Additional Placing Shares will be allocated on an equitable basis, as far as
reasonably possible taking into account the spread requirements of the JSE, the liquidity of the WBC Shares
and considering the potential shareholder base that WeBuyCars wishes to achieve and whether or not
WeBuyCars and Transaction Capital considers it appropriate to grant preferential allocation to any selected
Qualifying Investor or group of selected institutional investors as noted above.
2.14 Depending upon the level of demand, a Qualifying Investor may receive no Placing Shares or fewer than
the number of Placing Shares offered by it in terms of the Irrevocable Undertaking. Any dealings in WBC
Shares prior to delivery of the WBC Shares is entirely at the selected Qualifying Investor's own risk.
2.15 Qualifying Investors are advised that offers received by WeBuyCars and Transaction Capital in terms of the
Capital Raise must be for a minimum value of R1 million.
3. SALIENT DATES AND TIMES RELATING TO THE CAPITAL RAISE
The salient dates and times relating to the Capital Raise are set out below:
2024
Opening date of the Capital Raise as announced on SENS at 9:00 on Monday, 18 March
Closing date of the Capital Raise at 10:00 on Tuesday, 19 March
Capital Raise proceeds to be paid to the Escrow Agent by 14:00 on Wednesday 20 March
Results of Capital Raise released on SENS on Wednesday, 20 March
Finalisation announcement published in respect of the Unbundling by
Transaction Capital on SENS on Wednesday, 3 April
Listing of WBC Shares under the abbreviated name "WeBuyCars", share code
"WBC" and ISIN ZAE000332789, on the Main Board of the JSE at
commencement of trade on Thursday, 11 April
Placing Shares issued to selected Qualifying Investors and their accounts at
CSDPs/Brokers updated by 8:30 on Thursday, 11 April
Capital Raise proceeds released by the Escrow Agent Thursday, 11 April
1 The above dates and times are subject to amendment at the discretion of WeBuyCars and Transaction Capital, subject to the approval of
the JSE, if required. Any such amendment will be published on SENS.
2 All times indicated above and elsewhere in this Announcement are in South African Standard Time.
4. CIRCULAR AND PRE LISTING STATEMENT
4.1 The information contained in this Announcement should be read in conjunction with the terms of, and
subject to, the disclaimers contained in the Circular and the Pre-listing Statement.
4.2 The Circular and the Pre-listing Statement contain full details of the pre-listing capital raising initiatives
being pursued by WeBuyCars, Transaction Capital and I VDW Holdings, detailed timetables and related
matters.
5. SUSPENSIVE CONDITION
The issue and/or sale of the Placing Shares will be subject to the fulfilment of the suspensive condition that,
as set out in the JSE approval letter dated 13 March 2024, the balance of the Part II documents (being the
documents set out in section 16.12 of the JSE Listings Requirements) are submitted to the JSE by no later than
48 hours before the Listing Date and the General Manager: Issuer Regulation at the JSE confirms his
satisfaction with the Part Il documents.
6. AUTHORISED AND ISSUED SHARE CAPITAL
6.1 The authorised share capital and the anticipated issued share capital of WeBuyCars, as at the Listing Date,
is set out below:
Number of Shares R
Authorised share capital
Ordinary Shares of no par value at Listing Date 10 000 000 000 -
Issued share capital
Ordinary Shares of no par value Approximately 9 765 351 813
413 700 000
The final number of WBC Shares in issue immediately prior to Listing will be announced on SENS, following the
implementation of the Capital Raise.
7. RESPONSIBILITY STATEMENT
The Board (including the Independent Board) individually and collectively accepts full responsibility for the
accuracy of the information contained in this Announcement. In addition, the Board (including the
Independent Board) certifies that to the best of its knowledge and belief, the information contained in this
Announcement is true and, where appropriate, does not omit anything that is likely to affect the importance
of the information contained herein or which would make any statement false or misleading, and that all
reasonable enquiries to ascertain such information have been made and this Announcement contains all
information required by law and the JSE Listings Requirements.
Sandton
18 March 2024
Transaction Advisor & Sponsor and Lead Bookrunner & Arranger
PSG Capital
Contact: Bhargav Desai (+27 (0) 72 874 0971 or bhargavd@psgcapital.com)
Legal Advisor to Transaction Capital as to South African law
ENS
Legal Advisor as to US and UK law
Goodwin
Tax Advisor
Werksmans Attorneys
Escrow Agent
Computershare Investor Services Proprietary Limited
Investor Relations
Nomonde Xulu – Email: nomondex@transactioncapital.co.za
DEFINITIONS
In this Announcement, unless the context indicates the contrary, the following expressions have the meanings given
to them below:
i. "Announcement" means this announcement dated 18 March 2024;
ii. "Board" means the board of directors of Transaction Capital from time to time;
iii. "Capital Raise" has the meaning ascribed thereto in paragraph 1.3 above;
iv. "Circular" means the circular of the Company to Shareholders dated 16 February 2024 detailing, inter alia, the
terms and mechanics of the Unbundling and the Listing;
v. "Companies Act" means the South African Companies Act, 2008 (Act No. 71 of 2008), as amended from time to
time;
vi. "CSDP" means a central securities depository participant registered in terms of the Financial Markets Act with
whom a beneficial holder of shares holds a Dematerialised share;
vii. "Dematerialisation" means the process by which securities held in certificated form are converted to or held in
electronic form as uncertificated securities and recorded as such in a sub-register of security holders
maintained by a CSDP, and "Dematerialised" shall bear the corresponding meaning;
viii. "Financial Markets Act" means the Financial Markets Act, 2012 (Act No. 19 of 2012), as amended from time to
time;
ix. "Foreign Shareholders" means Shareholders that are registered in a jurisdiction outside of South Africa, or who
are resident, domiciled or located in a jurisdiction other than South Africa;
x. "I VDW Holdings" means I VDW Holdings Proprietary Limited (registration number 2020/649884/07), a private
company incorporated in accordance with the laws of South Africa;
xi. "JSE" means JSE Limited (registration number 2005/022939/06), a public company incorporated under the laws
of South Africa, and which is licensed as an exchange in terms of the Financial Markets Act;
xii. "JSE Listings Requirements" means the Listings Requirements of the JSE;
xiii. "Listing" means the listing of all of the WBC Shares on the Main Board of the JSE;
xiv. "Listing Date" means 11 April 2024, or such later date as may be announced on SENS, being not later than 16
April 2024;
xv. "Placing Shares" means the WBC Shares to be issued and/or sold by WeBuyCars and Transaction Capital,
respectively, in terms of the Capital Raise;
xvi. "Pre-listing Statement" means the pre-listing statement published by WeBuyCars on 12 March 2024;
xvii. "Qualifying Investors" means qualifying investors (i) falling within one of the categories listed in section 96(1)(a)
of the Companies Act, or (ii) acting as principal, acquiring offering shares for a total acquisition cost of R1,000,000
or more, as contemplated in section 96(1)(b) of the Companies Act, and in each case to whom the invitation for
participation in the Capital Raise is specifically addressed and which is capable of acceptance by such investors;
xviii. "SENS" means the Stock Exchange News Service of the JSE;
xix. "Shareholders" means registered holders of Transaction Capital Shares;
xx. "South Africa" means the Republic of South Africa;
xxi. "Transaction Capital Shares" means ordinary shares with no par value in the issued share capital of the Company;
xxii. "Unbundling" means the proposed distribution in specie by Transaction Capital of its WBC Shares to its
Shareholders pro rata to their respective shareholdings in Transaction Capital;
xxiii. "WeBuyCars" means We Buy Cars Holdings Limited (registration number 2020/632225/06), a public company
incorporated under the laws of South Africa; and
xxiv. "WBC Shares" means ordinary no par value shares in the authorised share capital of WeBuyCars from time to
time.
Disclaimers
The release, publication or distribution of this Announcement in jurisdictions other than South Africa may be
restricted by law. The issue and/or sale of the Placing Shares may be affected by the laws of the relevant Foreign
Shareholders' jurisdictions. In this regard, Foreign Shareholders are referred to the further details set out below.
Foreign Shareholders: General
No action has been taken by Transaction Capital or WeBuyCars to obtain any approval, authorisation or exemption
to permit the issue and/or sale of the Placing Shares or the possession or distribution of this Announcement (or any
other publicity material relating to the contents hereof) in any jurisdictions other than South Africa.
The Capital Raise is being conducted under the procedural requirements and disclosure standards of South Africa
which may be different from those applicable in other jurisdictions. The legal implications of the Capital Raise on
persons resident or located in jurisdictions outside of South Africa may be affected by the laws of the relevant
jurisdiction. Such persons should consult their professional advisors and inform themselves about any applicable
legal requirements, which they are obligated to observe. It is the responsibility of any such persons participating in
the Capital Raise to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection
therewith.
Foreign Shareholders should refer to and take into account the disclaimers set out in this Announcement, the Circular
and the Pre-listing Statement in relation to those jurisdictions.
Foreign Shareholders should nevertheless consult their own professional advisors and satisfy themselves as to the
applicable legal requirements in their jurisdictions.
Notice to Foreign Shareholders located in the United States
This Announcement is not an offer of securities for sale in the United States of America ("US"). The WBC Shares and
the Transaction Capital Shares have not been and will not be registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or with any regulatory authority of any state or other jurisdiction in the US and
may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or into the US at any time except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities
Act and applicable state and other securities laws of the US.
The WBC Shares and the Transaction Capital Shares have not been and will not be listed on a US securities exchange
or quoted on any inter-dealer quotation system in the US. The Company does not intend to take any action to
facilitate a market in the WBC Shares and the Transaction Capital Shares in the US. Consequently, it is unlikely that
an active trading market in the US will develop for the WBC Shares and the Transaction Capital Shares.
The WBC Shares and the Transaction Capital Shares have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the US or any other regulatory authority in the US, nor
have any of the foregoing authorities passed comment on, or endorsed the merit of, the Unbundling or the accuracy
or the adequacy of this Announcement or the information contained herein. Any representation to the contrary is a
criminal offence in the US.
Notice to Foreign Shareholders located in the European Economic Area ("EEA") and the United Kingdom ("UK")
This Announcement is not a prospectus, for the purposes of the Prospectus Regulation (EU) 2017/1129 or Regulation
(EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as amended, on the basis that the WBC Shares and the
Transaction Capital Shares are not being admitted to trading on a regulated market situated or operating within the
EEA or the UK, nor is there an offer to the public in respect of the WBC Shares and the Transaction Capital Shares in
any member state of the EEA or in the UK. Accordingly, any person making or intending to make any offer for the
WBC Shares and the Transaction Capital Shares should only do so in circumstances in which no obligation arises for
Transaction Capital or WeBuyCars to produce a prospectus for such offer. The Company or WeBuyCars has not
authorised the making of any offer for the WBC Shares and the Transaction Capital Shares through any financial
intermediary.
Date: 18-03-2024 08:15:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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