TRANSACTION CAPITAL LIMITED - Dealings in securities by associates of a director and notice of change of beneficial interests

Dealings in securities by associates of a director and notice of change of beneficial interests

Transaction Capital Limited                         TransCapital Investments Limited 
(Incorporated in the Republic of South Africa)      (Registration No. 2016/130129/06)                                 
Registration No: 2002/031730/06                     (Incorporated in the Republic of South Africa)                                          
JSE share code: TCP                                  JSE debt code: TCII
ISIN: ZAE000167391
("Transaction Capital" or "the Company")

DEALINGS IN SECURITIES BY ASSOCIATES OF A DIRECTOR AND NOTICE OF CHANGE
OF BENEFICIAL INTERESTS

The family of Michael Paul Mendelowitz, a founder of Transaction Capital, is undertaking a process to
rearrange the ownership of its interest in Transaction Capital, but with no change in its absolute holding in
the Company.
In compliance with paragraphs 3.63 and 3.65 of the JSE Limited Listings Requirements (“Listings
Requirements”), the following information is disclosed:

  Name of director                                  Michael Paul Mendelowitz
  Name of company                                   Transaction Capital Limited
  Date transaction was effected                     25 November 2020
  Class of security                                 Ordinary shares
  Share price                                       R21.58
  Number of shares                                  36 333 333
  Total value                                       R784 073 326
  Nature of transaction                             Off market disposal and acquisition of ordinary shares
  Nature of interest                                Indirect, non-beneficial
  Clearance obtained                                Yes
  Interest of associates                            The Mendelowitz family’s look through rights to
                                                    36 333 333 Transaction Capital shares (‘the shares’),
                                                    held by Rutland Trust (‘RT’), have been acquired by
                                                    Mr. Mendelowitz.

                                                    Mr. Mendelowitz will thereafter dispose of the shares
                                                    to Pilatucom Holdings Limited (‘Pilatucom’) 33.33% of
                                                    the shares of which will be held by a trust of which
                                                    Mr. Mendelowitz is a contingent discretionary
                                                    beneficiary.

                                                    The transaction with Pilatucom will be implemented
                                                    once formalities are finalised.
                                                                                                            
Change of beneficial interests

As a result of the above, and in accordance with section 122(3)(b) of the Companies Act no. 71 of 2008 (as
amended) (‘the Act’), and paragraph 3.83(b) of the Listings Requirements, shareholders are hereby advised
that the Company received formal notification of the following changes of beneficial interests in the
Company:

1. RT has disposed of the shares in the company to Mr. Mendelowitz.
2. Mr. Mendelowitz will dispose of the shares to Pilatucom.
3. Pilatucom owns 72 666 667 shares in the Company and, after the acquisition from Mr. Mendelowitz, it
   will accordingly own 109 000 000 shares representing 16.47% of the issued shares in the Company.
   The Mendelowitz family’s look through interest in the issued shares of the Company accordingly
   remains unchanged at 5.49%.

Transaction Capital confirms that, as required in terms of section 122(3)(a) of the Act, the Company has
filed the required notices with the Takeover Regulation Panel and to the best of its knowledge and belief,
the information supplied by Mr.Mendelowitz is complete and consistent.


Hyde Park

26 November 2020

Enquiries:
Phillipe Welthagen - Investor Relations
Telephone: +27 845125393

Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)




                                                                                                        

Date: 26-11-2020 05:30:00
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