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Dealings in Securities by Associates of Directors and Notice of Change in Beneficial Interest in Transaction Capital

Published: 2024-02-22 17:45:33 ET
<<<  go to JSE:TCP company page
                                                                  TransCapital Investments Limited
             Transaction Capital Limited
                                                           (Incorporated in the Republic of South Africa)
  (Incorporated in the Republic of South Africa)
                                                               Registration Number: 2016/130129/06
       Registration Number: 2002/031730/06
                                                                      Bond company code: TCII
                 JSE share code: TCP
                                                               LEI NUMBER: 378900AA31160C6B8195
                 ISIN: ZAE000167391
     (“Transaction Capital” or “the Company”)


DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS AND NOTICE OF CHANGE
IN BENEFICIAL INTEREST IN TRANSACTION CAPITAL

The families of Jonathan Jawno, Michael Mendelowitz and Roberto Rossi, the three founders of Transaction
Capital (“the Founders”), are undertaking a process to rearrange the ownership of their indirect interest in
Transaction Capital, but with no change in their respective absolute holding in the Company. In compliance
with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information is disclosed:

 Name of directors                  Jonathan Michael Jawno; Michael Paul Mendelowitz; Roberto Rossi

 Date transaction was agreed        22 February 2024



 Class of securities                Ordinary shares

 Number of securities               110 500 000

 Price per share                    R9.19

 Total Value                        R1 015 495 000

 Clearance obtained                 Yes

 Nature of transaction              Off market restructure by way of a sale of ordinary shares by Pilatucom
                                    Holdings Limited (“Pilatucom”) to its parent companies, being Rigicom
                                    Holdings Limited, Neuheim Holdings Limited and Neranga Holdings
                                    Limited (‘the parent companies”), in equal one third proportions.


                                    As previously disclosed, these shares have been and continue to be
                                    pledged with an institutional lender against a general finance facility
                                    related to the Founders.

 Associate relationship             Pilatucom is a joint associate of the Founders. In addition, the parent
                                    companies are wholly owned by the family trusts of the Founders who
                                    are contingent discretionary beneficiaries.

 Nature of interest in respect      Indirect, non-beneficial
 of the directors

 Nature of interest in respect      Indirect, beneficial
 of the Associates
Change of beneficial interests

As a result of the above, and in accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 (as
amended) (“the Act”), and paragraph 3.83(b) of the JSE Limited Listings Requirements, shareholders are
hereby advised that the Company has received formal notification of the following changes of beneficial
interests in the Company:

1. Pilatucom Holdings Limited has disposed of its entire 14.09% interest in the Company; and
2. Rigicom Holdings Limited, Neuheim Holdings Limited and Neranga Holdings Limited (the parent
   companies of Pilatucom Holdings Limited) have each acquired a direct beneficial interest in the Company
   such that they each own 4.69% of the issued ordinary share capital of the Company.

As required in terms of section 122(3)(a) of the Act, the Company has filed the required notices with the
Takeover Regulation Panel and to the best of its knowledge and belief, the information supplied by Pilatucom
Holdings Limited is complete and consistent.

The board of directors accepts responsibility for the information contained in this announcement, and to the
best of their knowledge and belief, that information is true, and this announcement does not omit anything
likely to affect the importance of the information included.


Sandton
22 February 2024

Enquiries:
Lisa Lill – Company Secretary
Email: lisal@transactioncapital.co.za

Sponsors:
Equity Sponsor: Investec Bank Limited
Debt Sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited)