TRANSACTION CAPITAL LIMITED – Dealings in securities by associates of directors and notice of change of beneficial interests

2019/07/12 17:15:00
SENS announcement for JSE listed company: TCP
                        

TCP 201907120047A
Dealings in securities by associates of directors and notice of change of beneficial interests

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 No. 2016/130129/06)
JSE share code: TCP JSE debt code: TCII
ISIN: ZAE000167391
(‘Transaction Capital’ or ‘the Company’)

DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS AND NOTICE OF CHANGE OF
BENEFICIAL INTERESTS

The families of Michael Mendelowitz and Roberto Rossi, two of the founders of Transaction Capital, are
undertaking a process to rearrange the ownership of their interests in Transaction Capital, but with no
change in their absolute holdings in the company. In compliance with paragraphs 3.63 and 3.65 of the JSE
Limited Listings Requirements (‘Listings Requirements’), the following information is disclosed:

Name of director Michael Paul Mendelowitz
Name of company Transaction Capital Limited
Date transaction was effected 11 July 2019
Class of security Ordinary shares
Share price R19.06
Number of shares 59 333 333
Total value R1 130 893 327
Nature of transaction Off market disposal and acquisition of ordinary shares
Nature of interest Indirect, non-beneficial
Clearance obtained Yes
Interest of associates The Mendelowitz family’s look through interest of
59 333 333 Transaction Capital shares, held by
Everglen Capital (Pty) Ltd (‘Everglen’), has been
disposed of to the Rutland Trust by way of a
distribution in kind.

Mr. Mendelowitz is a trustee and discretionary
contingent beneficiary of the Rutland Trust.

The Rutland Trust holds 50% of the issued shares of
Everglen.

Name of director Roberto Rossi
Name of company Transaction Capital Limited
Date transaction was effected 11 July 2019
Class of security Ordinary shares
Share price R19.06
Number of shares 59 333 334
Total value R1 130 893 346
Nature of transaction Off market disposal and acquisition of ordinary shares
Nature of interest Indirect, non-beneficial
Clearance obtained Yes
Interest of associates The Rossi family’s look through interest of 59 333 334
Transaction Capital shares, held by Everglen, has
been disposed of to the Sugar Tube Trust by way of a
distribution in kind.

Mr. Rossi is a trustee and discretionary contingent
beneficiary of the Sugar Tube Trust.

The Sugar Tube Trust holds 50% of the issued shares
of Everglen.

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 Listings Requirements, shareholders are hereby
advised that the Company received formal notification of the following changes of beneficial interests in
the Company:

1. Everglen has disposed of its entire 19.38% beneficial interest in the Company;
2. Rutland Trust has acquired a beneficial interest in the Company such that it now owns 9.69% of the
issued ordinary share capital of the Company; and
3. Sugar Tube Trust has acquired a beneficial interest in the Company such that it now owns 9.69% 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 notice with the
Takeover Regulation Panel.

Dunkeld West

12 July 2019

Enquiries:
Phillipe Welthagen – Investor Relations
Telephone: +27 (0) 11 049 6700

Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 12/07/2019 05:15:00 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
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