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TRANSACTION CAPITAL LIMITED - Results Of Accelerated Bookbuild Offering

Release Date: 19/02/2020 07:50
Code(s): TCP     PDF:  
Wrap Text
Results Of Accelerated Bookbuild Offering

Transaction Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06
JSE share code: TCP
ISIN: ZAE000167391
(“Transaction Capital” or “the Company”)

RESULTS OF ACCELERATED BOOKBUILD OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited (“JSE”)
on 18 February 2020 relating to the disposal of Transaction Capital shares by the Company’s founders, Jonathan Jawno,
Michael Mendelowitz and Roberto Rossi (the “Selling Shareholders”) through their respective shareholding vehicles,
Pilatucom Holdings Limited, Rutland Trust, and Sugar Tube Trust via an accelerated bookbuild offering (“the Bookbuild”).

Transaction Capital is pleased to announce the successful completion of the Bookbuild, which was oversubscribed. The
Selling Shareholders collectively sold 69 million shares in equal proportion at a price of R23.50 per share, representing
a 5.2% discount to the pre-launch 30-day volume weighted average price of R24.79 as at market close on 18 February
2020. Both new and existing institutional investors participated in the Bookbuild, further diversifying the Company’s
investor base and increasing foreign ownership. The Bookbuild has increased the Company’s free float which is expected
to improve share liquidity.

Post offering, the Selling Shareholders will remain actively involved in the business and materially invested in the
Company, with each retaining a 5.9% shareholding for a total combined shareholding of 17.7%, or 109 million shares.
In addition, the Selling Shareholders will continue to invest new capital into the Company, via the TC Global Finance
initiative.

Goldman Sachs International and The Standard Bank of South Africa Limited acted as Joint Bookrunners in relation to
the Bookbuild.

Dunkeld West
19 February 2020

Joint Bookrunners
Goldman Sachs International
The Standard Bank of South Africa Limited

South African Legal Counsel
Edward Nathan Sonnenbergs Inc.

Transaction Capital Limited
Investor Relations - +27 11 049 6700

Transaction Sponsor
The Standard Bank of South Africa Limited

This announcement does not and is not intended to constitute an offer to the public in South Africa in terms of the
South African Companies Act, No.71 of 2008 as amended (“Companies Act”). Neither this announcement nor any copy
of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia,
Japan or any jurisdiction in which it would be unlawful to do so.

The Bookbuild is not an offer to the public as contemplated under the Companies Act. Potential investors are only
permitted to apply for shares with a minimum total acquisition cost, per single addressee acting as principal, of greater
than or equal to ZAR1 000 000, unless the potential investor is a person, acting as principal, whose ordinary business,
or part of whose ordinary business, is to deal in securities, whether as principal or agent (in reliance on Section 96(1)(a)(i)
and 96(1)(b) of the Companies Act) or such applicant falls within one of the other specified categories of persons listed
in section 96(1) of the Companies Act.

This announcement is not for publication or distribution or release, directly or indirectly, in the United States of America
(including its territories and possessions, any state of the United States and the District of Columbia).

This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be
registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold, directly
or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the
registration requirements of the Securities Act. No public offering of securities is being made in the United States.

This announcement is for information purposes only and in member states of the European Economic Area (other than
the United Kingdom) is directed only at persons who are qualified investors (as defined in article 2(1)(e) of EU directive
2003/71/EC (the “Prospectus Directive”) and the relevant implementing rules and regulations adopted by each Member
State). In the United Kingdom, this announcement is directed only at the following persons: investment professionals
falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”); and high net worth entities, and other person to whom it may lawfully be communicated, falling within article
49(2)(a) to (d) of the Order.

This announcement has been issued by and is the sole responsibility of Transaction Capital. No representation or
warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be
accepted by Goldman Sachs International or The Standard Bank of South Africa Limited or by any of their respective
affiliates or their respective partners, directors, officers, employees or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly disclaimed.

FORWARD LOOKING INFORMATION

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Transaction
Capital’s plans and its current goals and expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. Transaction Capital cautions readers that no forward-looking
statement is a guarantee of future performance and that actual results could differ materially from those contained in
the forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they
relate to future events and circumstances a number of which are beyond Transaction Capital's control. These forward-
looking statements reflect Transaction Capital’s judgement at the date of this announcement and are not intended to
give any assurance as to future results. Except as required by the JSE, or applicable law, Transaction Capital expressly
disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements
contained in this announcement to reflect any changes in the Company’s expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is based. For further information on
Transaction Capital, investors should review the Company’s Annual Report hosted at www.transactioncapital.co.za

Date: 19-02-2020 07:50:00
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