Transaction Capital Limited                          TransCapital Investments Limited
     (Incorporated in the Republic of South Africa)             (Incorporated in the Republic of South
         Registration number: 2002/031730/06                                    Africa)
                   JSE share code: TCP                          Registration number: 2016/130129/06
                  ISIN: ZAE000167391                                   Bond company code: TCII
   (“Transaction Capital” or “the Company” or “the                   LEI: 378900AA31160C6B8195
                         Group”)



RESULTS OF ACCELERATED BOOKBUILD
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE
Limited (“JSE”) on 8 September 2022 relating to a non pre-emptive cash placing of approximately R1 billion
through the issue of new ordinary no par value shares in the authorised but unissued stated capital of the
Company (the “Placing Shares”) to certain institutional investors ("Placing") through an accelerated
bookbuild (the “Bookbuild”) under and in accordance with the Company’s existing general authority to issue
shares for cash, granted by shareholders at the annual general meeting held on 10 March 2022.

Transaction Capital is pleased to announce the successful completion of the Bookbuild, which was multiple
times oversubscribed. The Placing Shares were issued at a price of R35.50 per share, representing a 3.9% and
7.5% discount to the pre-launch close price of R36.95 and 30 business day volume weighted average price of
R38.36 respectively, as at market close on 8 September 2022, which is in compliance with section 5.52(d) of
the Listings Requirements of the JSE.

The 36,055,520 Placing Shares being issued represent in aggregate 5% of the Company's issued ordinary
share capital prior to the Placing, and raised gross proceeds of R1.28 billion for the Company. Following
strong demand, Transaction Capital elected to increase the size of the Bookbuild, which remained
oversubscribed at close.

As described in the announcement released on 8 September 2022 regarding the opening of the Bookbuild,
the capital raised through the Bookbuild will be used to pursue a number of different growth opportunities
within the Company. These opportunities may include the pursuit of Transaction Capital’s strategic intent
to increase its shareholding in WeBuyCars, funding the establishment and growth of SA Taxi’s new GoMo
business, and lastly, enhancing the Company’s financial flexibility and agility to proactively take advantage
of any opportunities arising from market dynamics.

Goldman Sachs International and Investec Bank Limited (collectively the "Managers") acted as joint
bookrunners in respect of the Placing.
The Placing Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the
existing ordinary shares in the share capital of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of issue of the Placing Shares.

An application will be made to the JSE for the listing of the Placing Shares. Subject to approval by the JSE,
listing and trading ("Admission") of the Placing Shares on the JSE is expected to occur at 09h00 on 14
September 2022 and dealings in the Placing Shares are expected to commence at the same time. The Placing
is conditional upon, amongst other things, Admission of the Placing Shares on the JSE becoming effective and
the placing agreement between the Company and the Managers ("Placing Agreement") becoming
unconditional and not being terminated in accordance with its terms prior to Admission.

Following Admission, the Company's issued share capital will comprise 757,367,333 ordinary no par value
shares. This figure may be used by shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their beneficial interest in, or a change to their
beneficial interest in, the Company's ordinary shares under section 122 of the South African Companies Act
of 2008.

Hyde Park
9 September 2022

Joint Bookrunners
Goldman Sachs International
Investec Bank Limited

South African Legal Counsel to the Company
ENSafrica

Foreign Legal Counsel to the Company
Bryan Cave Leighton Paisner LLP

Transaction Capital Limited
Nomonde Xulu - Investor Relations – nomondex@transactioncapital.co.za

JSE Sponsor and Equity Markets Broker
Investec Bank Limited

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)



IMPORTANT INFORMATION
The Placing will only be made by way of separate private placements to: (i) selected persons falling within
one of the specified categories listed in section 96(1)(a) of the South African Companies Act; (ii) selected
persons, acting as principal, acquiring Placing Shares for a total acquisition cost of ZAR1,000,000 or more,
as contemplated in section 96(1)(b) of the South African Companies Act ("Qualifying Investors") and (iii)
persons who are considered “public shareholders” as defined in paragraphs 4.25 to 4.27 of the JSE Listings
Requirements (“Listings Requirements”) and not to “related parties” (as such term is defined in the Listings
Requirements).
This announcement is only being made available to such Qualifying Investors. Accordingly: (i) the Placing is
not an “offer to the public” as contemplated in the South African Companies Act; (ii) this announcement
does not, nor does it intend to, constitute a “registered prospectus” or an “advertisement”, as
contemplated by the South African Companies Act; and (iii) no prospectus has been filed with the South
African Companies and Intellectual Property Commission ("CIPC") in respect of the Placing. As a result, this
announcement does not comply with the substance and form requirements for a prospectus set out in the
South African Companies Act and the South African Companies Regulations of 2011, and has not been
approved by, and/or registered with, the CIPC, or any other South African authority.

Any forwarding, distribution, reproduction, or disclosure of any information contained in this
announcement in whole or in part is unauthorised. Failure to comply with these restrictions may constitute
a violation of the United States Securities Act of 1933, as amended (the “Securities Act”), or the applicable
laws of other jurisdictions. Subject to certain exceptions, the securities referred to in this announcement
may not be offered or sold in the United States, Australia, Canada, Japan or certain other jurisdictions or
for the account or benefit of any national resident or citizen of certain jurisdictions.

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. No public offering of securities is being
made in the United States. The securities referred to herein have not been and will not be registered under
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. Any offering of the Placing Shares to be made (i) in the United States will be made only to a
limited number of "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the
Securities Act ("Rule 144A") and, (ii) outside the United States in offshore transactions within the meaning
of, and in reliance on, Regulation S under the Securities Act ("Regulation S"). QIBs purchasing shares will
be required to execute an investor letter in a form provided to it and deliver the same to a Manager or one
of its affiliates and to the Company in connection with its investment.

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 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.

The information contained in this announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 2002 ("FAIS Act") and
should not be construed as an express or implied recommendation, guide or proposal that any particular
transaction in respect of the Placing Shares or in relation to the business or future investments of the
Company, is appropriate to the particular investment objectives, financial situations or needs of a
prospective investor, and nothing in this announcement should be construed as constituting the canvassing
for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services
provider licensed as such under the FAIS Act.

In terms of the Exchange Control Regulations of South Africa, any share certificates that might be issued to
non-resident shareholders will be endorsed ‘Non-Resident’. Any new share certificates, dividend and
residual cash payments based on emigrants’ shares controlled in terms of said Exchange Control
Regulations, will be forwarded to the Authorised Dealer controlling their remaining assets. The election by
emigrants for the above purpose must be made through the Authorised Dealer controlling their remaining
assets. Such share certificates will be endorsed ‘Non-Resident’. Dividend and residual cash payments due
to non-residents are freely transferable from South Africa. Nothing in this announcement should be viewed,
or construed, as "advice", as that term is used in the South African Financial Markets Act, 2012, and/or FAIS
Act by any of the Managers.

The Managers and their respective affiliates are acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone other than the Company for providing
the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other
matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may
be imposed on the Managers or their affiliates by their respective regulatory regimes, neither of the
Managers nor any of their respective affiliates accepts any responsibility whatsoever for the contents of
the information contained in this announcement or for any other statement made or purported to be made
by or on behalf of such Manager or any of its respective affiliates in connection with the Company, the
Placing Shares or the Placing. The Managers and each of their respective affiliates accordingly disclaim all
and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other information contained in this announcement and
no representation or warranty, express or implied, is made by the Managers or any of their respective
affiliates as to the accuracy, completeness or sufficiency of the information contained in this
announcement.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or the Managers that would permit an offering
of such shares or possession or distribution of this announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and the Managers to inform
themselves about, and to observe, such restrictions.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock
exchange other than the JSE.

Persons who are invited to and who choose to participate in the Placing by making an offer to take up
Placing Shares, will be deemed to have read and understood this announcement in its entirety and to be
making such offer on the terms and conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained herein. Each such placee represents, warrants and
acknowledges that it is a person eligible to subscribe for the Placing Shares in compliance with the
restrictions set forth herein and applicable laws and regulations in its home jurisdiction and in the
jurisdiction (if different) in which it is physically resident.

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 the Managers 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.

This announcement does not represent the announcement of a definitive agreement to proceed with the
Placing and accordingly, there can be no certainty that the Placing will proceed. Transaction Capital reserves
the right not to proceed with the Placing or to vary the terms of the Placing in anyway.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO
ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
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

The information in this announcement is subject to change without notice and, except as required by
applicable law, the Company and the Managers do not assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained in this announcement nor do they
intend to do so.