CAPITEC BANK HOLDINGS LIMITED - Dealing In Securities By An Associate Of A Director

Dealing In Securities By An Associate Of A Director

CAPITEC BANK HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registered bank controlling company
(Registration number: 1999/025903/06)
Share Code:    CPI
ISIN Number: ZAE000035861

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 announcement released on the Stock
Exchange News Service (“SENS”) on 11 July 2017, with regards to the
hedging transaction entered into by Limietberg Sekuriteit (Pty) Ltd
(“Limietberg”) over a portion (referencing 1,250,000 shares) of
Limietberg’s shareholding in Capitec Bank Holdings Limited (the “2017
Hedging Transaction”) and the announcement released on SENS on 24 February
2020, relating to the partial unwind of a portion (“394,737 shares”) of
the 2017 Hedging Transaction.

Shareholders are now advised that, in anticipation of the upcoming expiry
of the remaining 2017 Hedging Transaction (the “Current Hedge”) and the
settlement of any financing relating thereto, Limietberg has concluded a
new hedging and financing transaction (the "New Hedge") over 1,250,000
shares on the basis set out below:

 NAME OF DIRECTOR                    M S du P le Roux
 NAME OF ASSOCIATE                   Limietberg Sekuriteit (Pty) Ltd
 DIRECTOR’S RELATIONSHIP WITH        Mr Le Roux is a director of
 ASSOCIATE                           Limietberg Sekuriteit (Pty) Ltd
 COMPANY OF WHICH HE IS A DIRECTOR   Capitec Bank Holdings Limited
 STATUS: EXECUTIVE/NON-EXECUTIVE     Non-Executive Director
 TYPE OF SECURITIES                  Shares
 CLASS OF SECURITIES                 Ordinary
 EFFECTIVE DATE OF TRANSACTION       28 May 2020
 NUMBER OF SECURITIES TRANSACTED     1,250,000
 DEEMED VALUE OF SECURITIES          R1,087,555,875
 TRANSACTED
 NATURE OF TRANSACTION               Collar (Long Put and Short Call)
 REFERENCE PRICE                     R870.0447
 PUT STRIKE PRICE                    R826.5425
 CALL STRIKE PRICE                   R1,218.0626
 OPTION STYLE                        European
 EXPIRY DATE                         3 years on average
 MAXIMUM FINANCIAL OBLIGATION        R1,033,178,125
 NUMBER OF SHARES PROVIDED AS        1,250,000
 SECURITY/COLLATERAL
 TRADE                               Off Market
 NATURE AND EXTENT OF THE            Indirect, non-beneficial
 DIRECTOR’S INTEREST IN THE
 TRANSACTIONS

The hedging counterparty shall provide Limietberg with loan financing for
the duration of the New Hedge. 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.
Limietberg will therefore always be in the position to fully cover the
liability under the financing arrangement with the shares hedged.

The default legal position on the Current Hedge is cash settlement (i.e.
not physical settlement) and Limiteberg is thereby not required to sell
any shares irrespective of whether the share price might be (a) below the
put strike price or (b) above the call strike price, at expiry. The
Current Hedge (855,263 shares) has already, as at the date of this
announcement, begun the process of unwinding naturally and Limietberg’s
intention remains to cash settle any rights or obligations that arise on
the expiry thereof. The proceeds of the financing arrangement under the
New Hedge will be used to cash settle the obligations of the financing
arrangement under the Current Hedge. As such, all the underlying shares
will continue to be retained by Limietberg.

1 June 2020
Stellenbosch

Sponsor
PSG Capital

Date: 01-06-2020 02:50:00
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