| Mon 30 Dec 2013, 8:30 | | TRANSACTION CAPITAL LIMITED - Fulfilment of conditions precedent: The acquisition of Bayport Financial Services and Zenthyme by Bayport Management |
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TCP 201312300004A
Fulfilment of conditions precedent: The acquisition of Bayport Financial Services and Zenthyme by Bayport Management
TRANSACTION CAPITAL LIMITED Bayport Management Limited
(Incorporated in the Republic of South Africa) (Incorporated in Mauritius)
(Registration No. 2002/031730/06) (Registration No. 54787 C1/GBL)
ISIN: ZAE00167391 (“BML”)
JSE share code: TCP
("Transaction Capital" or the "Company")
FULFILMENT OF CONDITIONS PRECEDENT: THE ACQUISITION OF BAYPORT FINANCIAL SERVICES
2010 PROPRIETARY LIMITED (“BFS”) AND ZENTHYME INVESTMENTS PROPRIETARY LIMITED
(“ZENTHYME”) BY BAYPORT MANAGEMENT LIMITED (“BML”), A COMPANY INCORPORATED IN
MAURITIUS AND LISTED ON THE STOCK EXCHANGE OF MAURITIUS
1. INTRODUCTION
Transaction Capital shareholders are referred to the announcements on the Stock Exchange
News Service of the JSE Limited on 23 October 2013 and 13 December 2013 and in the press on
24 October 2013 and 17 December 2013, wherein shareholders were advised, inter alia, that
the Company had entered into –
1.1 a sale of shares agreement (the “Minority Buy-Out Agreement”) with the Trustees of the
Stuart Stone Family Trust, Grant Kurland, Martin Freeman, Justin Chola and Suganthran
Govender (collectively the “Minorities”), BFS and Zenthyme in terms of which agreement
Transaction Capital will acquire from the Minorities all the issued shares in BFS and
Zenthyme held by the Minorities; and
1.2 an agreement (“Agreement”) with BFS, Zenthyme and BML, pursuant to and in terms of
which BFS and Zenthyme will, subject to the fulfilment or waiver of the conditions precedent
specified in the Agreement ("Conditions Precedent"), and after implementation of the
Minority Buy-Out Agreement, become wholly owned subsidiaries of BML,
(collectively the "Proposed Transaction").
2. FULFILMENT OF CONDITIONS PRECEDENT
Shareholders are advised that all Conditions Precedent to the Proposed Transaction have been
timeously fulfilled or waived.
Johannesburg
30 December 2013
Sponsor to Transaction Capital
Deutsche Securities (SA) Proprietary Limited
Legal advisors to Transaction Capital
ENS
Independent Professional Expert to the board of directors of Transaction Capital
Grant Thornton
Independent auditors and reporting accountants
Deloitte
Tax advisors to Transaction Capital
Werksmans Attorneys
Corporate advisors to BML
hyde park capital
South African legal advisors to BML
Bowman Gilfillan
International legal advisors to BML
Berwin Leighton Paisner
Swedish debt advisors to BML
Gernandt & Danielsson
Date: 30/12/2013 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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