TRANSACTION CAPITAL LIMITED - Notice of change of beneficial interest in transaction capital and dealings in securities by associates of directors

Notice of change of beneficial interest in transaction capital and dealings in securities by associates of directors

Transaction Capital Limited                            TransCapital Investments Limited
(Incorporated in the Republic of South Africa)         (Incorporated in the Republic of South Africa)
Registration No: 2002/031730/06                        (Registration No. 2016/130129/06)               
JSE share code: TCP                                    JSE debt code: TCII
ISIN: ZAE000167391    
(“Transaction Capital” or “the Company”)                                                              
                   
NOTICE OF CHANGE OF BENEFICIAL INTEREST IN TRANSACTION CAPITAL AND DEALINGS IN
SECURITIES BY ASSOCIATES OF DIRECTORS

Shareholders are referred to the announcements released on the Stock Exchange News Service on
18 February 2020 and 19 February 2020 relating to the disposal of Transaction Capital shares by the
Company’s founders, Jonathan Jawno, Michael Mendelowitz and Roberto Rossi through their respective
shareholding vehicles, Pilatucom Holdings Limited, Rutland Trust and Sugar Tube Trust via an accelerated
book build offering. In this regard, the following information is disclosed:

In compliance with paragraphs 3.63 and 3.65 of the JSE Limited Listings Requirements, the following
additional information is disclosed:

Directors Dealings

  Name of director                            Jonathan Michael Jawno
  Name of company                             Transaction Capital Limited
  Date transaction was effected               18 February 2020
  Class of security                           Ordinary shares
  Share price                                 R23.50
  Number of shares                            23 000 000
  Total value                                 R540 500 000
  Nature of transaction                       Off-market disposal by Pilatucom Holdings Limited of
                                              ordinary shares
  Nature of interest                          Indirect, non-beneficial
  Clearance obtained                          Yes
  Nature and extent of director’s interest    Pilatucom Holdings Limited (an associate of Mr Jawno),
                                              and all the shares of which are held by a trust of which
                                              Mr Jawno is a discretionary contingent beneficiary, has
                                              disposed of 23 000 000 Transaction Capital shares.
                                              The shares sold were under pledge for finance facilities.
                                              They were released from the pledge on sale. Pilatucom
                                              now owns 36 333 333 (5.91%) of the issued ordinary
                                              share capital of the company.

  Name of director                            Michael Paul Mendelowitz
  Name of company                             Transaction Capital Limited
  Date transaction was effected               18 February 2020
  Class of security                           Ordinary shares
  Share price                                 R23.50
  Number of shares                            23 000 000
  Total value                                 R540 500 000
  Nature of transaction                       Off-market disposal by Rutland Trust of ordinary shares
  Nature of interest                          Indirect, non-beneficial
  Clearance obtained                          Yes
  Nature and extent of director’s interest    Rutland Trust (an associate of Mr Mendelowitz), of which
                                              Mr Mendelowitz is a trustee and discretionary contingent
                                              beneficiary, has disposed of 23 000 000 Transaction
                                              Capital shares.
                                              The shares sold were under pledge for finance facilities.
                                              They were released from the pledge on sale. Rutland
                                              Trust now owns 36 333 333 (5.91%) of the issued
                                              ordinary share capital of the company.

  Name of director                            Roberto Rossi
  Name of company                             Transaction Capital Limited
  Date transaction was effected               18 February 2020
  Class of security                           Ordinary shares
  Share price                                 R23.50
  Number of shares                            23 000 000
  Total value                                 R540 500 000
  Nature of transaction                       Off market disposal by Sugar Tube Trust of ordinary
                                              shares
  Nature of interest                          Indirect, non-beneficial
  Clearance obtained                          Yes
  Nature and extent of director’s interest    Sugar Tube Trust (an associate of Mr Rossi), of which
                                              Mr Rossi is a trustee and discretionary contingent
                                              beneficiary, has disposed of 23 000 000 Transaction
                                              Capital shares.
                                              The shares sold were under pledge for finance facilities.
                                              They were released from the pledge on sale. Sugar Tube
                                              Trust now owns 36 333 334 (5.91%) of the issued
                                              ordinary share capital of the company.

Change of beneficial interest in Transaction Capital

As required in terms of paragraph 3.83(b) of the JSE Limited Listings Requirements and section 122(3)(a)
of the Companies Act, 71 of 2008, the required notice has been filed with the Takeover Regulation Panel.
Dunkeld West

21 February 2020

Enquiries:
Morne Kok - Investor Relations
Telephone: +27 (0) 11 049 6700

Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 21-02-2020 11:53:00
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