| Thu 31 May 2012, 17:44 | | TCP - Transaction Capital Limited - Results of offer and pricing of offer shares |
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JSE
TCP
TCP - Transaction Capital Limited - Results of offer and pricing of offer shares
TRANSACTION CAPITAL LIMITED
(formerly Transaction Capital (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2002/031730/06)
JSE share code: TCP ISIN: ZAE000167391
("Transaction Capital" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
The Offer is not being made, and the Offer Shares are not being offered or sold,
in the United States of America. Accordingly, the Offer Shares have not been and
will not be registered under the U.S. Securities Act, or with any securities
laws of any state of, or other jurisdiction in, the United States, and may not
be offered or sold within the United States unless the Offer Shares are
registered under the U.S. Securities Act or an exemption from the registration
requirements under the U.S. Securities Act is available.This announcement does
not constitute or form part of any offer for sale or subscription of or
solicitation to buy or subscribe for any securities, and neither this
announcement nor any part of it shall form the basis of or be relied on in
connection with or act as an inducement to enter into any contract or commitment
whatsoever
RESULTS OF OFFER AND PRICING OF OFFER SHARES
1. INTRODUCTION
Investors are referred to the intention to list announcement released by
Transaction Capital on 10 May 2012 and the subsequent offer for subscription by
Transaction Capital and an offer for sale by the Selling Shareholders in terms
of a Pre-listing Statement dated 21 May 2012, to selected institutional and
invited investors in South Africa and selected institutional investors in other
jurisdictions, and an offer for subscription, to employees of the Group, subject
to certain conditions, to whom the Offer was specifically addressed. The minimum
offer comprised 50 million new shares, 25 million secondary shares and 11.25
million Overallotment shares. Demand resulted in the secondary offer being
increased to 39 million shares and the Overallotment being increased to 13.35
million shares.
The Offer was not an offer to the public as contemplated in the Companies Act
and accordingly no prospectus was or will be issued or registered in respect of
the Offer.
The Offer remains conditional upon the Placement Agreement being signed and
becoming unconditional and on the Listing of the Offer Shares on the securities
exchange operated by JSE Limited ("JSE") failing which the Offer and any
acceptance thereof shall not be of any force or effect and no person shall have
any claim whatsoever against the Company, Selling Shareholders, the Bookrunner
or any other person as a result of the failure of any condition. If the
Directors in their discretion determine, the Company shall not be obliged to
proceed with the Offer but reserves the right to do so.
The Offer was not made, and the Offer Shares were not offered nor will they be
sold, in the United States of America. Accordingly, the Offer Shares have not
been and will not be registered under the U.S. Securities Act, or with any
securities laws of any state of, or other jurisdiction in, the United States,
and may not be offered or sold within the United States unless the Offer Shares
are registered under the U.S. Securities Act or an exemption from the
registration requirements under the U.S. Securities Act is available.
The JSE has granted Transaction Capital a listing in respect of the entire
issued ordinary share capital of Transaction Capital in the "Speciality Finance"
subsector of the "Financial Services" sector of the main board of the JSE under
the abbreviated name "TRANSCAP", symbol "TCP" and ISIN: ZAE000167391, subject to
the fulfilment of certain conditions. The Listing is expected to be effective
from the commencement of business on 7 June 2012.
The Offer Shares will be issued in dematerialised form only and, accordingly, no
physical documents of title will be issued or delivered to successful
applicants. The Offer Shares will rank pari passu with all other Transaction
Capital ordinary shares in issue.
2. DETERMINATION OF OFFER PRICE
The Bookrunner, after consultation with the Directors of Transaction Capital and
the Selling Shareholders, has determined the Offer Price at R8.00.
Among the factors considered by the Bookrunner in determining the Offer Price
were:
* Transaction Capital`s historical and expected results of operations;
* An assessment of the investment markets` valuation of comparable companies;
* The prevailing market conditions;
* The demand for the Offer Shares;
* The prices at which investors made bids to acquire the Offer Shares during
the bookbuilding process; and
* The desire to establish an orderly after-market in the Offer Shares.
3. THE OFFER
The Offer comprised:
* an Offer for Subscription;
* an Offer for Sale; and
* the Overallotment Option, if exercised.
The results of the Offer are as follows:
Principal term Amount
Offer Price R8.00
Value to be raised R400 million
Number of Shares which will be allocated 50 million Subscription
Shares
39 million Sale Shares
13.35 million Overallotment
Shares
All Shares that will be in issue on the Listing Date will rank pari passu in all
respects.
The Offer remains conditional upon the Placement Agreement being signed and
becoming unconditional and on the Listing of the Offer Shares on the JSE. If
the Directors in their discretion determine, the Company shall not be obliged to
proceed with the Offer but reserves the right to do so.
4. OVERALLOTMENT AND STABILISATION
In connection with the Offer, the Stabilisation Manager may in terms of the
Securities Services Act overallot or effect transactions with a view to
supporting the market price of the Offer Shares at a higher level than that
which might otherwise prevail for period of 30 days after the Listing Date.
However, there is no obligation for the Stabilisation Manager to do so. Such
stabilising action, if commenced, may be discontinued at any time, provided two
business days` notice is given to the JSE, but may under no circumstances
continue beyond the 30th calendar day after the Listing Date.
The Selling Shareholders have granted the Stabilisation Manager the
Overallotment Option which is 15% of the final number of the Offer Shares
equivalent to 13.35 million Shares.
5. IMPORTANT DATES AND TIMES
The expected dates of the remaining important steps relating to the Offer are as
follows:
2012
Successful applicants advised of allocations on or Thursday, 31 May
about
Expected Listing Date Thursday, 7 June
These dates are subject to change. Any such change will be published in the
press and on SENS, where applicable.
Sandton
31 May 2012
Global Coordinator, Bookrunner, Financial Adviser and Stabilisation
Manager
Deutsche Bank
Sponsor Independent Reporting
Deutsche Securities (SA) Proprietary Accountant
Limited Deloitte & Touche
Legal Adviser to the Company South African Legal Adviser to
Edward Nathan Sonnenbergs Deutsche Bank AG, London Branch
and
Deutsche Securities (SA)
Proprietary Limited
Bowman Gilfillan
For further enquiries, please contact:
Brunswick
Rob Pinker +27 (0) 83 326 7794
Byron Kennedy +27 (0) 82 453 2066
James Dray +27 (0) 82 828 4568
Deutsche Bank
Herman Bosman +27 (0) 11 775 7360
Christopher Laing +44 (20) 754 55643
Michele Cohen +44 (20) 754 56371
The definitions and interpretations used in the Pre-listing statement apply to
this announcement.
Disclaimer
1. This announcement has been prepared by Transaction Capital Limited
("Transaction Capital" or the "Company") and contains information
concerning Transaction Capital, its subsidiaries and associates (together
with Transaction Capital, the "TC Group"), the proposed offering by
Transaction Capital, of its ordinary shares (the "Offer") and the proposed
listing on the securities exchange operated by the JSE Limited. This
announcement has been prepared for information purposes only and may not be
used for any other purpose.
2. This announcement does not constitute an offer of securities in any
jurisdiction. This announcement should not be relied upon in connection
with, any contract or investment decision. Any purchase of or subscription
for shares in the Offer should be made solely on the basis of the
information contained in the pre_]listing statement to be issued by the
Company in connection with the Offer, in final form. None of the TC Group,
the Bookrunner, the sponsor or any of their respective directors, officers,
employees, legal and other advisers or agents nor any other person accepts
any liability whatsoever for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection
therewith.
3. The information contained in this announcement does not purport to be
comprehensive. Neither Transaction Capital nor any other member of the TC
Group, the Bookrunner, the Sponsor, nor any of their respective affiliates
and associated companies, nor any of their respective directors, officers,
employees, legal and other advisers or agents nor any other person, accepts
any responsibility for, or makes any representation or warranty, express or
implied, as to the truthfulness, accuracy or completeness of the
information contained in this announcement (nor whether any information has
been omitted from this announcement) or of any other information relating
to the TC Group, whether written, oral or in a visual or electronic form,
transmitted or made available. In particular, no representation or warranty
is given as to the achievement or reasonableness of, and no reliance should
be placed on, any projections, targets, estimates or forecasts contained in
this announcement and nothing in this announcement is or should be relied
on as a promise or representation as to the future.
4. This announcement and the information contained herein is not for release,
publication or distribution in whole or in part in or into the United
States. These materials do not contain or constitute an offer for sale or
the solicitation of an offer to purchase securities in the United States.
The securities mentioned herein (the "Securities") have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or any state securities laws, and may not be offered or
sold within the United States unless the Securities are registered under
the Securities Act or an exemption from the registration requirements of
the Securities Act is available.
5. Deutsche Bank AG is authorised under German Banking Law (competent
authority: BaFin - Federal Financial Supervisory Authority) and authorised
and subject to limited regulation by the Financial Services Authority.
Details about the extent of Deutsche Bank AG`s authorisation and regulation
by the Financial Services Authority are available on request. Deutsche
Bank AG, London Branch is acting exclusively for Transaction Capital and no
one else in connection with the contents of this announcement and will not
be responsible to anyone other than Transaction Capital for providing the
protections afforded to clients of Deutsche Bank AG, London Branch, nor for
providing advice in relation to any matters referred to herein.
Date: 31/05/2012 17:44:01 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.
