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Distribution of Circular and Notice of General Meeting
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")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1 Shareholders are referred to the cautionary announcement released by Transaction Capital on SENS on
Tuesday, 30 January 2024 and the announcement released by Transaction Capital on SENS on Tuesday, 13
February 2024 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 proposed pre-listing
capital raise of up to R750 million and withdrawal of the cautionary announcement.
1.2 The circular detailing, inter alia, the terms and mechanics of the Unbundling is being distributed to
Shareholders today, Friday, 16 February 2024.
1.3 All capitalised terms used but not defined in this announcement shall bear the meanings ascribed to them
in the Circular.
2. DISTRIBUTION OF THE CIRCULAR AND NOTICE OF GENERAL MEETING
2.1 As indicated above, the Circular is being distributed to Shareholders today, Friday, 16 February 2024. The
Circular incorporates a notice convening the General Meeting to be held at 10:30 on Friday, 15 March 2024,
entirely by electronic communication, to consider and, if deemed fit, to pass, with or without modification,
the requisite resolutions required for the Unbundling, the relevant resolution approving the WeBuyCars
Share Issue and related matters.
2.2 The Circular is available in English only. Copies may be obtained during normal business hours from the
registered office of the Company and from the offices of the Company's transaction sponsor, PSG Capital,
from Friday, 16 February 2024 until Friday, 15 March 2024 (both days inclusive). A copy of the Circular will
also be available on the Company's website (https://www.transactioncapital.co.za/).
3. SALIENT DATES AND TIMES
2024
Last day to trade in Transaction Capital Shares in order to be recorded in the Tuesday, 5 March
Register to vote at the General Meeting on
Record date for a Shareholder to be registered in the Register in order to be Friday, 8 March
eligible to attend and participate in the General Meeting and to vote at the
General Meeting, by close of trade on
WBC Pre-listing Statement published (subject to the approval of the JSE) Tuesday, 12 March
For administrative reasons, Forms of Proxy (grey) in respect of the General Wednesday, 13 March
Meeting to be lodged at the Transfer Secretaries by 10h30 on
Forms of Proxy (grey) not lodged timeously with the Transfer Secretaries, to be Friday, 15 March
emailed to the Transfer Secretaries (who will provide same to the chairman of
the General Meeting) before the proxy exercises the rights of the Shareholder
at the General Meeting on
Last day for Shareholders to give notice to Transaction Capital objecting, in Friday, 15 March
terms of section 164(3) of the Companies Act, to the Unbundling Resolution to
be able to invoke Appraisal Rights by 10:30
General Meeting held at 10:30 on Friday, 15 March
Results of the General Meeting published on SENS on Friday, 15 March
Results of the General Meeting published in the South African press on Monday, 18 March
Anticipated Implementation of the WeBuyCars Share Issue on or about Tuesday, 19 March
If the Unbundling is approved by Shareholders at the General Meeting:
Last date on which Shareholders who voted against the Unbundling Resolution Monday, 25 March
may require Transaction Capital to seek court approval in terms of
section 115(3)(a) of the Companies Act, but only if the Unbundling Resolution
was opposed by at least 15% of the voting rights exercised thereon
Last date on which Shareholders who voted against the Unbundling Resolution Wednesday,3 April
may make application to the court in terms of section 115(3)(b) of the
Companies Act for leave to apply for a review of the Unbundling
Last date for Transaction Capital to send objecting Shareholders notice of the Wednesday,3 April
adoption of the Unbundling Resolution, in terms of section 164 of the
Companies Act
Assuming that all the Unbundling Conditions are fulfilled or waived (to the extent legally permissible) and that
neither court approvals nor the review of the Unbundling are required:
Finalisation announcement in respect of the Unbundling (including the final Wednesday,3 April
Distribution Ratio) published on SENS on
Finalisation announcement in respect of the Unbundling (including the final Thursday, 4 April
Distribution Ratio) published in the South African press on
Last day to trade Shares in order to be recorded in the Register to participate in Wednesday, 10 April
the Unbundling on
Shares trade ex right to the WBC Distribution Shares Thursday, 11 April
Subject to the approval of the JSE, WBC Shares listed on the JSE and shares Thursday, 11 April
commence trading on
Announcement in respect of the apportionment of base costs in relation to the Friday, 12 April
Unbundling for taxation purposes by 11:00 on
Announcement in respect of the cash value of fractional entitlements applicable Friday, 12 April
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 close Monday, 15 April
Unbundling Completion Date on which Shareholders will have their accounts at Tuesday, 16 April
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 as transactions in Transaction Capital Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after such trade.
Therefore, Shareholders who acquire Transaction Capital Shares after close of trade on Tuesday, 5 March 2024
will not be eligible to attend, participate in and vote at the General Meeting and 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.
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. RESPONSIBILITY STATEMENT
4.1 The Board and the Independent Board individually and collectively accepts full responsibility for the
accuracy of the information contained in this Announcement. In addition, the Board and the Independent
Board certifies that to the best of its knowledge and belief, the information contained in this announcement
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 this announcement contains all
information required by law and the JSE Listings Requirements.
Sandton
16 February 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
Disclaimers
The release, publication or distribution of this announcement in jurisdictions other than South Africa may be
restricted by law. The distribution of the WBC Distribution Shares to Foreign Shareholders in terms of the Unbundling
may be affected by the laws of the relevant Foreign Shareholders' jurisdictions. In this regard, Foreign Shareholders
are referred to the further details set out below.
Foreign Shareholders: General
No action has been taken by Transaction Capital to obtain any approval, authorisation or exemption to permit the
distribution of the WBC Distribution Shares or the possession or distribution of this announcement (or any other
publicity material relating to the WBC Distribution Shares) in any jurisdictions other than South Africa.
The Unbundling is being conducted under the procedural requirements and disclosure standards of South Africa
which may be different from those applicable in other jurisdictions. The legal implications of the Unbundling on
persons resident or located in jurisdictions outside of South Africa may be affected by the laws of the relevant
jurisdiction. Such persons should consult their professional advisors and inform themselves about any applicable
legal requirements, which they are obligated to observe. It is the responsibility of any such persons participating in
the Unbundling to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection
therewith.
Foreign Shareholders should refer to and take into account the disclaimers set out in this announcement and to be
contained in the Circular in relation to those jurisdictions.
Foreign Shareholders should nevertheless consult their own professional advisors and satisfy themselves as to the
applicable legal requirements in their jurisdictions.
Notice to Foreign Shareholders located in the United States
This announcement is not an offer of securities for sale in the United States of America ("US"). The WBC Distribution
Shares and the Transaction Capital Shares have not been and will not be registered under the US Securities Act of
1933, as amended (the "US Securities Act"), or with any regulatory authority of any state or other jurisdiction in the
US and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or into the US at any
time except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
US Securities Act and applicable state and other securities laws of the US.
The WBC Distribution Shares and the Transaction Capital Shares have not been and will not be listed on a US securities
exchange or quoted on any inter-dealer quotation system in the US. The Company does not intend to take any action
to facilitate a market in the WBC Distribution Shares and the Transaction Capital Shares in the US. Consequently, it
is unlikely that an active trading market in the US will develop for the WBC Distribution Shares and the Transaction
Capital Shares.
The WBC Distribution Shares and the Transaction Capital Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the US or any other regulatory authority in
the US, nor have any of the foregoing authorities passed comment on, or endorsed the merit of, the Unbundling or
the accuracy or the adequacy of this announcement or the information contained herein. Any representation to the
contrary is a criminal offence in the US.
Notice to Foreign Shareholders located in the European Economic Area ("EEA") and the United Kingdom ("UK")
This announcement is not a prospectus, for the purposes of the Prospectus Regulation (EU) 2017/1129 or Regulation
(EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as amended, on the basis that the WBC Distribution
Shares and the Transaction Capital Shares are not being admitted to trading on a regulated market situated or
operating within the EEA or the UK, nor is there an offer to the public in respect of the WBC Distribution Shares and
the Transaction Capital Shares in any member state of the EEA or in the UK. Accordingly, any person making or
intending to make any offer for the WBC Distribution Shares and the Transaction Capital Shares should only do so in
circumstances in which no obligation arises for Transaction Capital or the issuers of the Unbundled Shares to produce
a prospectus for such offer. The Company has not authorised the making of any offer for the WBC Distribution Shares
and the Transaction Capital Shares through any financial intermediary.
Date: 16-02-2024 03:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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