Wrap Text
Accelerated Bookbuild Offering
Transaction Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06
JSE share code: TCP
ISIN: ZAE000167391
(“Transaction Capital” or “the Company”)
ACCELERATED BOOKBUILD OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
1. INTRODUCTION
Transaction Capital’s founders, Jonathan Jawno, Michael Mendelowitz and Roberto Rossi (the “Selling Shareholders”)
have each elected to sell a portion of their shareholdings through their respective shareholding vehicles, Pilatucom
Holdings Limited, Rutland Trust, and Sugar Tube Trust via an accelerated bookbuild offering (“the Bookbuild”).
The Selling Shareholders have been actively involved in the core assets of Transaction Capital and have directly or
indirectly owned significant stakes in these businesses over an extended period of time, culminating in the formation of
Transaction Capital in 2007 and its listing in June 2012. Transaction Capital’s market capitalisation has grown from
approximately R4.6 billion on listing to R15.9 billion as at the date of this announcement. As such, the Selling
Shareholders have elected to rebalance their investments in Transaction Capital.
Subject to acceptable pricing being achieved, the Selling Shareholders will collectively sell in equal proportion,
approximately 65 million shares. Post offering, the Selling Shareholders will remain actively involved in the business
and materially invested in the Company, with each retaining an approximate 6.1% shareholding for a total combined
shareholding of approximately 18.4%, or 113 million shares. In addition, the Selling Shareholders will continue to invest
new capital into the Company, via the TC Global Finance initiative.
Commenting on the Bookbuild, David Hurwitz, CEO of Transaction Capital said, “The Sellers’ partial divestment will
significantly increase our free float, which we hope will further improve trading liquidity and result in an expanded and
more diversified shareholder base.”
2. THE BOOKBUILD
The Bookbuild is being offered to qualifying investors only (as set out in greater detail in the disclaimer below) and will
not be offered to the public in any jurisdiction. The Bookbuild is not an offer to the public as contemplated under the
South African Companies Act, No.71 of 2008, as amended.
The Bookbuild is launched with immediate effect and is expected to close as soon as possible. The Selling Shareholders
reserve the right to close the Bookbuild at any time. Pricing and allocations will be announced as soon as practicable
following the closing of the Bookbuild.
The Selling Shareholders have each agreed to a lock up of 90 days on their remaining holdings, subject to customary
exceptions.
Goldman Sachs International and The Standard Bank of South Africa Limited are acting as Joint Bookrunners in relation
to the Bookbuild.
Dunkeld West
18 February 2020
Joint Bookrunners
Goldman Sachs International
The Standard Bank of South Africa Limited
South African Legal Counsel
Edward Nathan Sonnenbergs Inc.
Transaction Capital Limited
Investor Relations - +27 11 049 6700
Transaction Sponsor
The Standard Bank of South Africa Limited
This announcement does not and is not intended to constitute an offer to the public in South Africa in terms of the
South African Companies Act, No.71 of 2008 as amended (“Companies Act”). 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 Bookbuild is not an offer to the public as contemplated under the Companies Act. Potential investors are only
permitted to apply for shares with a minimum total acquisition cost, per single addressee acting as principal, of greater
than or equal to ZAR1 000 000, unless the potential investor is a person, acting as principal, whose ordinary business,
or part of whose ordinary business, is to deal in securities, whether as principal or agent (in reliance on Section 96(1)(a)(i)
and 96(1)(b) of the Companies Act) or such applicant falls within one of the other specified categories of persons listed
in section 96(1) of the Companies Act.
This announcement is not for publication or distribution or release, directly or indirectly, in the United States of America
(including its territories and possessions, any state of the United States and the District of Columbia).
This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be
registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold, directly
or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the
registration requirements of the Securities Act. No public offering of securities is being made in the United States.
This announcement is for information purposes only and in member states of the European Economic Area (other than
the United Kingdom) is directed only at persons who are qualified investors (as defined in article 2(1)(e) of EU directive
2003/71/EC (the “Prospectus Directive”) and the relevant implementing rules and regulations adopted by each Member
State). In the United Kingdom, this announcement is directed only at the following persons: investment professionals
falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”); and high net worth entities, and other person to whom it may lawfully be communicated, falling within article
49(2)(a) to (d) of the Order.
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 Goldman Sachs International or The Standard Bank of South Africa Limited 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.
FORWARD LOOKING INFORMATION
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 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
Date: 18-02-2020 05:50:00
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