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TRANSACTION CAPITAL LIMITED - Finalisation announcement in relation to the Unbundling of WeBuyCars and its separate Listing on the JSE

Release Date: 03/04/2024 10:50
Code(s): TCP TC002 TC001     PDF:  
Wrap Text
Finalisation announcement in relation to the Unbundling of WeBuyCars and its separate Listing on the JSE

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 number: 2016/130129/06
JSE share code: TCP                                         Bond company code: TCII
ISIN: ZAE000167391                                          LEI: 378900AA31160C6B8195
("Transaction Capital" or "the Company")



1.1   Shareholders are referred to the various announcements released by Transaction Capital on the JSE's
      Stock Exchange News Service ("SENS") and the circular distributed to Shareholders on Friday,
      16 February 2024 ("Circular"), regarding the unlocking of value for shareholders of Transaction
      Capital, comprising: the firm intention to unbundle WeBuyCars and its separate listing on the Main
      Board of the JSE, the WeBuyCars share issue of R760 million, the private placement of WBC shares of
      R500 million, a pre-listing capital raise of up to R750 million.

1.2   All capitalised terms used but not defined in this announcement shall bear the meanings ascribed to
      them in the Circular.

1.3   The disclaimers set out in the Circular and the various announcements released by Transaction Capital
      on SENS apply equally to this announcement.


      The Company is pleased to advise Shareholders that all Unbundling Conditions have been fulfilled and
      that the Unbundling has therefore become unconditional. Shareholders are advised that the TRP has
      issued a compliance certificate in terms of s119(4)b read with 121(b) of the Companies Act.


      The salient dates and times for the Listing and Unbundling therefore remain as set out in the Circular.
      The relevant dates and times are repeated below for ease of reference:
      Last day to trade Shares in order to be recorded in the Register to                     Wednesday, 10 April
      participate in the Unbundling on

      Shares trade ex right to the WBC Distribution Shares                                     Thursday, 11 April

      WBC Shares listed on the JSE and shares commence trading on                              Thursday, 11 April

      Announcement in respect of the apportionment of base costs in relation                     Friday, 12 April
      to the Unbundling for taxation purposes by 11:00 on

      Announcement in respect of the cash value of fractional entitlements                       Friday, 12 April
      applicable to the Unbundling by 11:00 on

      Unbundling Record Date                                                                     Monday, 15 April

      Announcement on SENS of closing price of a WBC Share after markets                         Monday, 15 April

      Unbundling Completion Date on which Shareholders will have their                          Tuesday, 16 April
      accounts at their CSDP or Broker updated to reflect the WBC
      Distribution Shares

1.    The above dates and times are subject to amendment at the discretion of Transaction Capital, subject to the approval of the TRP
      and/or the JSE, if required. Any such amendment will be published on SENS.

2.    Shareholders should note that transactions in Transaction Capital Shares are settled in the electronic settlement system used by
      Strate. Accordingly, settlement of trades takes place three Business Days after such trade. Therefore, Shareholders who acquire
      Transaction Capital Shares after close of trade on Wednesday, 10 April 2024 will not be eligible to participate in the Unbundling.

3.    Share certificates may not be Dematerialised or re-materialised between Thursday, 11 April 2024 and Monday, 15 April 2024, both
      days inclusive.

4.    All times indicated above and elsewhere in this announcement are in South African Standard Time.

5.    In terms of the Unbundling, Shareholders will receive the WBC Distribution Shares in Dematerialised form only, which WBC
      Distribution Shares will be listed on the JSE. Certificated Shareholders wishing to receive their WBC Distribution Shares in
      Dematerialised form and Shareholders wishing to materialise their WBC Distribution Shares following the implementation of the
      Unbundling, are referred to the Circular, which details the steps to be taken by them in this regard.


4.1   As envisaged in the Circular, WeBuyCars, Transaction Capital and I VDW Holdings have implemented
      various capital raising initiatives prior to the Listing and Unbundling. As a result of such capital raising
      initiatives, Transaction Capital's shareholding in WeBuyCars on Listing of WeBuyCars on the Main
      Board of the JSE shall be 61.44%.

4.2   Accordingly, the Distribution Ratio as set out in the Circular has increased to 0.32678 WBC Shares for
      every 1 Transaction Capital Share held by a Transaction Capital Shareholder on the Unbundling Record


      The Board (including the Independent Board) individually and collectively accepts full responsibility for
      the accuracy of the information contained in this announcement. In addition, the Board (including the
      Independent Board) certifies that to the best of its knowledge and belief, the information contained in
      this announcement solely pertaining to the Company is true and, where appropriate, does not omit
      anything that is likely to affect the importance of the information contained herein or which would make
      any statement false or misleading, and that all reasonable enquiries to ascertain such information have
      been made and the announcement contains all information required by law and the JSE Listings

3 April 2024

Transaction Advisor and Sponsor
PSG Capital

Legal Advisor as to South African law

Legal Advisor as to US and UK law

Tax Advisor
Werksmans Attorneys

Escrow Agent
Cliffe Dekker Hofmeyr

Investor Relations
Nomonde Xulu – Email:

Date: 03-04-2024 10:50:00
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