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

Release Date: 12/07/2019 17:15
Code(s): TCP     PDF:  
 
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Dealings in securities by associates of directors and notice of change of beneficial interests

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 No. 2016/130129/06)
JSE share code: TCP                                  JSE debt code: TCII
ISIN: ZAE000167391
(“Transaction Capital” or “the Company”)


DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS AND NOTICE OF CHANGE OF 
BENEFICIAL INTERESTS 
 
The families of Michael Mendelowitz and Roberto Rossi, two of the founders of Transaction Capital, are 
undertaking a process to rearrange the ownership of their interests in Transaction Capital, but with no 
change in their absolute holdings 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                  11 July 2019 
Class of security                              Ordinary shares 
Share price                                    R19.06 
Number of shares                               59 333 333 
Total value                                    R1 130 893 327 
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 interest of 
                                               59 333 333 Transaction Capital shares, held by 
                                               Everglen Capital (Pty) Ltd (“Everglen”), has been 
                                               disposed of to the Rutland Trust  by way of a 
                                               distribution in kind. 
                                                      
                                               Mr. Mendelowitz is a trustee and discretionary 
                                               contingent beneficiary of the Rutland Trust.  
                                                      
                                               The Rutland Trust holds 50% of the issued shares of 
                                               Everglen. 
 
 
Name of director                               Roberto Rossi 
Name of company                                Transaction Capital Limited 
Date transaction was effected                  11 July 2019 
Class of security                              Ordinary shares 
Share price                                    R19.06 
Number of shares                               59 333 334 
Total value                                    R1 130 893 346 
Nature of transaction                          Off market disposal and acquisition of ordinary shares 
Nature of interest                             Indirect, non-beneficial 
Clearance obtained                             Yes 
Interest of associates                         The Rossi family’s look through interest of 59 333 334 
                                               Transaction Capital shares, held by Everglen, has 
                                               been disposed of to the Sugar Tube Trust by way of a 
                                               distribution in kind. 
                                                     
                                               Mr. Rossi is a trustee and discretionary contingent 
                                               beneficiary of the Sugar Tube Trust. 
                                                     
                                               The Sugar Tube Trust holds 50% of the issued shares 
                                               of Everglen. 
 
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. Everglen has disposed of its entire 19.38% beneficial interest in the Company; 
2. Rutland Trust has acquired a beneficial interest in the Company such that it now owns 9.69% of the 
   issued ordinary share capital of the Company; and 
3. Sugar Tube Trust has acquired a beneficial interest in the Company such that it now owns 9.69% of the 
   issued ordinary share capital of the Company. 
 
As required in terms of section 122(3)(a) of the Act, the Company has filed the required notice with the 
Takeover Regulation Panel. 
 
 
Dunkeld West 

12 July 2019 
 
Enquiries: 
Phillipe Welthagen - Investor Relations 
Telephone: +27 (0) 11 049 6700 
 
Sponsor: 
RAND MERCHANT BANK (A division of FirstRand Bank Limited)  

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