TRANSCAPITAL INVESTMENTS LIMITED - TCII - Notification of an update to the Programme Memorandum
TCII 201901300062A
TCII - Notification of an update to the Programme Memorandum
TransCapital Investments Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2016/130129/06)
Bond Company code: TCII
("the Issuer")
NOTIFICATION OF AN UPDATE TO THE PROGRAMME MEMORANDUM
The Issuer has received approval from the JSE Limited ("JSE") in relation to its amended and restated
programme memorandum dated 29 January 2019 (the "Amended and Restated Programme Memorandum"), pursuant
to which the Issuer may from time to time issue notes on the terms and conditions set out in the Amended
and Restated Programme Memorandum.
A summary of the changes effected in the Amended and Restated Programme Memorandum are
provided below:
• Aligning the Issuer and JSE responsibility statements with the exact wording in the JSE Debt
Listings Requirements ("JSE DLRs");
• Changing references to the "BESA Guarantee Fund" to "JSE Debt Guarantee Fund";
• Introducing definitions for "Interest Period", "Interest Payment Dates" and "Determination
Dates" into the pro forma Applicable Pricing Supplement;
• Amending Condition 19 "Notices" to be aligned with the JSE DLRs;
• Amending Condition 21 "Meeting of Noteholders/Consent Process" to be aligned with the
Companies Act, 2008 (meetings of shareholder provisions);
• Introduction of a written "Consent Process" by way of Extraordinary Resolution. These
amendments were introduced alongside the Meeting of Noteholders (see paragraph above);
• Amendments to the definition of "Extraordinary Resolution" and the application thereof
throughout the Terms and Conditions;
• Changing the Noteholders voting default position i.e. "voting by hand" to "voting by poll";
• Further minor clean-up changes pursuant to the JSE DLRs;
• Updating the Programme Memorandum to provide for the recent amendments from Strate
in terms of settlement, for example all references to the "CSD Nominees" have been deleted;
• Introducing the "Issuer Agent" concept (new Strate requirement); and
• Updating the Issuer disclosure section.
The Amended and Restated Programme Memorandum is available for inspection at the registered
office of the Issuer and has also been made available for inspection on the Transaction Capital Limited
website at http://www.transactioncapital.co.za/transcap.php.
The Amended and Restated Programme Memorandum will also be available for inspection on the
JSE's website at www.jse.co.za.
Dunkeld West
30 January 2019
Enquiries:
Investor Relations
Telephone: +27 (0) 11 049 6700
Debt Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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