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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")
FINALISATION ANNOUNCEMENT IN RELATION TO THE UNBUNDLING OF WEBUYCARS AND ITS SEPARATE
LISTING ON THE JSE
1. INTRODUCTION
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.
2. FULFILMENT OF UNBUNDLING CONDITIONS
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.
3. SALIENT DATES AND TIMES
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:
2024
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
close
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
Notes:
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. FINAL DISTRIBUTION RATIO
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
Date.
5. RESPONSIBILITY STATEMENT
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
Requirements.
Sandton
3 April 2024
Transaction Advisor and Sponsor
PSG Capital
Legal Advisor as to South African law
ENSafrica
Legal Advisor as to US and UK law
Goodwin
Tax Advisor
Werksmans Attorneys
Escrow Agent
Cliffe Dekker Hofmeyr
Investor Relations
Nomonde Xulu – Email: nomondex@transactioncapital.co.za
Date: 03-04-2024 10:50:00
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