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Finalisation announcement in relation to the Unbundling of WeBuyCars and its separate Listing on the JSE

Published: 2024-04-03 11:50:31 ET

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, 12April
           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

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

Important disclosures

Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.

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All the strategies assume investments in equity invstrumenta only and are more relevant for "agressive investment profile". Eastern European flagship strategy assumes using up to 20% leverage of total portfolio. GlobalCommodities and US Growth strategy currently assume no leverage.
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Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.