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TRANSACTION CAPITAL LIMITED - Results of Accelerated Bookbuild

Release Date: 18/06/2020 07:05
Code(s): TCP     PDF:  
Wrap Text
Results of Accelerated Bookbuild

Transaction Capital Limited
(Incorporated in the Republic of South Africa)                   
Registration No: 2002/031730/06
JSE share code: TCP
ISIN: ZAE000167391
(“Transaction Capital” or “the Company”)

TransCapital Investments Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2016/130129/06)
JSE debt code: TCII

RESULTS OF ACCELERATED BOOKBUILD

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE
Limited (“JSE”) on 17 June 2020 relating to the issue of 30 754 964 new ordinary no par value shares in the
authorised but unissued stated capital of the Company (the “Placing Shares”) through an accelerated
bookbuild (the “Bookbuild”) under and in accordance with the Company’s existing general authority to issue
shares for cash, granted by shareholders at the annual general meeting held on 11 March 2020 ("Placing").

Transaction Capital is pleased to announce the successful completion of the Bookbuild. The Placing Shares
were issued at a price of R18.20 per share, a 2.2% premium to the pre-launch 30 business day volume
weighted average price of R17.80 as at market close on 17 June 2020, which is in compliance with section
5.52(d) of the Listings Requirements of the JSE. The Placing raised gross proceeds of R559.7 million for the
Company. Proceeds of the Placing will support the accelerated acquisition of non-performing consumer loan
portfolios to be collected as principal in South Africa and Europe in the near term as outlined in the Company’s
announcement released on the JSE on 17 June 2020 and also detailed on the Company’s results
announcement for the half-year ended 31 March 2020.

Both new and existing institutional investors participated in the Bookbuild, further diversifying the Company’s
investor base.

Goldman Sachs International and The Standard Bank of South Africa Limited (collectively the "Managers")
acted as joint bookrunners in respect of the Placing.

The Placing Shares being issued represent in aggregate 5% of the Company's issued ordinary share capital prior
to the Placing. The Placing Shares when issued will be fully paid and will rank pari passu in all respects with the
Company's existing ordinary shares in issue, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue of the Placing Shares.

An application will be made to the JSE for the listing of the Placing Shares. Subject to approval by the JSE,
listing and trading ("Admission") of the Placing Shares are expected to occur on the JSE on or about Tuesday 23
June 2020 and dealings in the Placing Shares are expected to commence at the same time. The Placing is
conditional upon, amongst other things, Admission of the Placing Shares on the JSE becoming effective and the
placing agreement between the Company and the Managers ("Placing Agreement") becoming unconditional
and not being terminated in accordance with its terms prior to Admission.

Following Admission, the Company's issued share capital will comprise 644 344 130 ordinary no par value
shares. This figure may be used by shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their beneficial interest in, or a change to their
beneficial interest in, the Company's ordinary shares under section 122 of the South African Companies Act of
2008.

Dunkeld West
18 June 2020

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

South African Legal Counsel to the Company
ENSafrica

Foreign Legal Counsel to the Company
Bryan Cave Leighton Paisner LLP

Transaction Capital Limited
Investor Relations – Phillipe Welthagen +27 (0) 84 512 5393

Transaction Sponsor
The Standard Bank of South Africa Limited

Company Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

IMPORTANT NOTES

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 distribution of this announcement may be subject to specific legal or
regulatory restrictions in certain jurisdictions and persons into whose possession any document or
other information referred to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. The Company assumes no responsibility in the event there is a violation
by any person of such restrictions.

In South Africa, the Placing will only be made by way of separate private placements to: (i) selected
persons falling within one of the specified categories listed in section 96(1)(a) of the South African
Companies Act; and (ii) selected persons, acting as principal, acquiring Placing Shares for a total
acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African
Companies Act ("South African Qualifying Investors").

This Announcement is only being made available to such South African Qualifying Investors.
Accordingly: (i) the Placing is not an "offer to the public" as contemplated in the South African
Companies Act; (ii) this Announcement does not, nor does it intend to, constitute a "registered
prospectus" or an “advertisement”, as contemplated by the South African Companies Act; and (iii) no
prospectus has been filed with the South African Companies and Intellectual Property Commission
("CIPC") in respect of the Placing. As a result, this Announcement does not comply with the substance
and form requirements for a prospectus set out in the South African Companies Act and the South


                                                                                                        
African Companies Regulations of 2011, and has not been approved by, and/or registered with, the
CIPC, or any other South African authority.

Any forwarding, distribution, reproduction, or disclosure of any information contained in this
announcement in whole or in part is unauthorised. Failure to comply with these restrictions may
constitute a violation of the United States Securities Act of 1933, as amended (the “Securities Act”), or
the applicable laws of other jurisdictions. Subject to certain exceptions, the securities referred to in
this announcement may not be offered or sold in the United States, Australia, Canada, Japan or
certain other jurisdictions or for the account or benefit of any national resident or citizen of certain
jurisdictions.

The information contained in this Announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 2002 (the "FAIS
Act") and should not be construed as an express or implied recommendation, guide or proposal that
any particular transaction in respect of the Placing Shares or in relation to the business or future
investments of the Company, is appropriate to the particular investment objectives, financial
situations or needs of a prospective investor, and nothing in this Announcement should be construed
as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
The Company is not a financial services provider licensed as such under the FAIS Act.

In terms of the Exchange Control Regulations of South Africa, any share certificates that might be
issued to non-resident shareholders will be endorsed "Non-Resident". Any new share certificates,
dividend and residual cash payments based on emigrants’ shares controlled in terms of the Exchange
Control Regulations, will be forwarded to the Authorised Dealer controlling their remaining assets.
The election by emigrants for the above purpose must be made through the Authorised Dealer
controlling their remaining assets. Such share certificates will be endorsed ‘Non-Resident’. Dividend
and residual cash payments due to non-residents are freely transferable from South Africa. Nothing in
this Announcement should be viewed, or construed, as "advice", as that term is used in the South
African Financial Markets Act, 2012, and/or FAIS Act by any of the Managers.

This announcement does not constitute or form part of any offer or solicitation to purchase or
subscribe for securities in the United States, Canada, Japan or Australia, or any jurisdiction in which
such offer, solicitation or sale would be unlawful. The ordinary shares may not be offered or sold in
the United States unless registered under the Securities Act or offered pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act. The
ordinary shares have not been, and will not be, registered under the Securities Act or under the
applicable securities laws of Canada, Japan or Australia. Subject to certain exceptions, the ordinary
shares referred to herein may not be offered or sold in Canada, Japan or Australia or to, or for the
account or benefit of, any national, resident or citizen of Canada, Japan or Australia. There will be no
public offer of securities in the United States, Canada, Japan and Australia.

Any offering of the Placing Shares to be made (i) in the United States will be made only to a limited
number of "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the
Securities Act ("Rule 144A") and, (ii) outside the United States in offshore transactions within the
meaning of, and in reliance on, Regulation S under the Securities Act ("Regulation S"). QIBs purchasing
shares will be required to execute an investor letter in a form provided to it and deliver the same to a
Manager or one of its affiliates and to the Company in connection with its investment.

This announcement is for information purposes only and in Member States of the European Economic
Area is directed only at persons who are qualified investors (as defined in Regulation (EU) 2017/1129
(the “Prospectus Regulation”). In the United Kingdom, this announcement is directed only at qualified

                                                                                                       
investors (as defined above) who are also either: investment professionals falling within article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or
high net worth entities, falling within article 49(2)(a) to (d) of the Order, or are otherwise persons to
whom it may lawfully be communicated.

Each Manager and its respective affiliates are acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on the Managers or their affiliates by their respective
regulatory regimes, neither of the Managers nor any of their respective affiliates accepts any
responsibility whatsoever for the contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of such Manager or any of its
respective affiliates in connection with the Company, the Placing Shares or the Placing. The Managers
and each of their respective affiliates accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of
any statements or other information contained in this Announcement and no representation or
warranty, express or implied, is made by the Managers or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company or the Managers that would
permit an offering of such shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes are required by the Company
and the Managers to inform themselves about, and to observe, such restrictions.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock
exchange other than the JSE.

Persons who are invited to and who choose to participate in the Placing by making an offer to take up
Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to
be making such offer on the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained herein. Each such placee represents,
warrants and acknowledges that it is a person eligible to subscribe for the Placing Shares in
compliance with the restrictions set forth herein and applicable laws and regulations in its home
jurisdiction and in the jurisdiction (if different) in which it is physically resident.

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 the Managers 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.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES
IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR
CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.



                                                                                                         
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, each Manager and their respective affiliates 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




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Date: 18-06-2020 07:05:00
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