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Dealing in Securities by an Associate of a Director
CAPITEC BANK HOLDINGS LIMITED
Registration Number: 1999/025903/06
Incorporated in the Republic of South Africa
Registered bank controlling company
Share Code: CPI
ISIN Number: ZAE000035861
("Capitec")
DEALING IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings
Requirements, the following information, relating to the dealing in
securities by an associate of a director is disclosed.
Shareholders are referred to the announcements released on SENS on
3 August 2021, with regards to the hedging and financing transactions
(the "2021 Transactions") described therein over approximately 330,000
ordinary shares of Capitec held by Kalander Sekuriteit (Pty) Ltd
("Kalander"), and the announcement released on SENS on 28 June 2024
with regards to a new hedging and financing transaction (the "First
Transaction")and the announcement released on SENS on 18 July 2024 with
regards to a new hedging and financing transaction (the "Second
Transaction") concluded by an associate of Kalander, Kalander Finco 2
Proprietary Limited ("Kalander Finco") in order to refinance a portion
of the maturing 2021 Transactions.
As indicated in the 28 June 2024 and 18 July 2024 announcements,
Kalander Finco intended to implement further transactions on
substantially similar terms in order to refinance the balance of the
2021 Transactions.
Shareholders are now advised that Kalander Finco, has implemented a
third hedging and financing transaction (the "Third Transaction") in
order to refinance the balance of the maturing 2021 Transactions, the
relevant details of which are set out below:
NAME OF DIRECTOR M S du P le Roux
NAME OF ASSOCIATE Kalander Finco
DIRECTOR'S RELATIONSHIP WITH Mr Le Roux is a director of Kalander
ASSOCIATE Finco
COMPANY OF WHICH A DIRECTOR Capitec
STATUS: EXECUTIVE/NON-EXECUTIVE Non-Executive Director
TYPE AND CLASS OF SECURITIES Ordinary Shares
NUMBER OF SECURITIES TRANSACTED 98 000
DEEMED VALUE OF SECURITIES R280 085 960.00
TRANSACTED (based on prevailing market price)
NATURE OF TRANSACTION Funded Option Transaction
DATE OF TRANSACTION 31 July 2024
PUT STRIKE PRICE R2 497.55
CAP STRIKE PRICE R4 477.00
OPTION STYLE European
EXPIRY DATE 3.34 years on average
MAXIMUM FINANCIAL OBLIGATION R244 754 900.00
NUMBER OF SHARES PROVIDED AS 98 000
SECURITY/COLLATERAL
TRADE Off-market
NATURE AND EXTENT OF Indirect, non-beneficial
THE DIRECTOR'S
INTEREST IN THE TRANSACTIONS
Kalander Finco hedged 260,000 shares in total to refinance the 330,000
shares hedged in the 2021 Transaction.
The hedging counterparty shall provide Kalander Finco with loan
financing for the duration of the Third Transaction. The maximum
financial obligation under that financing arrangement, including all
interest thereon, will never exceed the total number of shares hedged
multiplied by the put strike price. Kalander Finco will therefore
always be in the position to fully cover the liability under the
financing arrangement with the hedged shares.
As with prior hedging and financing transactions, Kalander Finco's
intention remains to cash settle the Third Transaction. As such, all
the underlying shares will continue to be retained by Kalander Finco.
2 August 2024
Stellenbosch
Sponsor
PSG Capital
Date: 02-08-2024 12:30:00
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