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Dealing In Securities By An Associate Of A Director
CAPITEC BANK HOLDINGS LIMITED
Registration Number: 1999/025903/06
Incorporated in the Republic of South Africa
Registered bank controlling company
Share Code: CPI
ISIN Number: ZAE000035861
("Capitec")
DEALING IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings
Requirements ("Listings Requirements"), the following information, relating
to the dealing in securities by an associate of a director is disclosed.
Shareholders are referred to the announcement released on SENS on
3 August 2021 (the "Prior Announcement") regarding the implementation of a
hedging and financing transaction over 330 000 Capitec shares (the "August
2021 Transaction") by an associate of Mr M S du P le Roux, Kalander
Sekuriteit (Pty) Ltd ("Kalander").
Shareholders are now advised that Kalander has, in order to settle and
refinance a portion of the August 2021 Transaction, (i) sold Capitec shares
out of a wholly owned group company, Kalander Finco 1 (Pty) Ltd ("Kalander
Finco"), to settle payment obligations arising out of the fact that the
Capitec share price is trading above the "Cap Price" of R2,840.24 (as set
out in the Prior Announcement) (the "Sale Transaction"), and
(ii) implemented a hedging and financing transaction (the "Hedging and
Financing Transaction"), the relevant details of which are set out below.
In relation to the Sale Transaction:
NAME OF DIRECTOR M S du P le Roux
NAME OF ASSOCIATE Kalander Finco
DIRECTOR'S RELATIONSHIP WITH Mr Le Roux is a director of Kalander
ASSOCIATE
COMPANY OF WHICH A DIRECTOR Capitec
STATUS: EXECUTIVE/NON-EXECUTIVE Non-Executive Director
TYPE AND CLASS OF SECURITIES Ordinary Shares
NUMBER OF SECURITIES TRANSACTED 28,800
PRICE PER SECURITY R3,306.81
TOTAL VALUE OF SECURITIES R95,236,128.00
TRANSACTED
NATURE OF TRANSACTION Disposal
DATE OF TRANSACTION 20 November 2024
TRADE Off-market
NATURE AND EXTENT OF Indirect, non-beneficial
THE DIRECTOR'S
INTEREST IN THE TRANSACTION
In relation to the Hedging and Financing Transaction:
NAME OF DIRECTOR M S du P le Roux
NAME OF ASSOCIATE Kalander
DIRECTOR'S RELATIONSHIP WITH Mr Le Roux is a director of Kalander
ASSOCIATE
COMPANY OF WHICH A DIRECTOR Capitec
STATUS: EXECUTIVE/NON-EXECUTIVE Non-Executive Director
TYPE AND CLASS OF SECURITIES Ordinary Shares
NUMBER OF SECURITIES TRANSACTED 95,000
DEEMED VALUE OF SECURITIES R320,815,000.00 (with reference to
TRANSACTED the closing price of Capitec ordinary
shares on 21 November 2024)
NATURE OF TRANSACTION Funded Option Transaction
DATE OF TRANSACTION 20 November 2024
PUT STRIKE PRICE R2,810.79
CAP STRIKE PRICE R4,100.44
OPTION STYLE European
EXPIRY DATE 1 year on average
MAXIMUM FINANCIAL OBLIGATION R267,025,050.00
NUMBER OF SHARES PROVIDED AS 95,000
SECURITY/COLLATERAL
TRADE Off-market
NATURE AND EXTENT OF Indirect, non-beneficial
THE DIRECTOR'S
INTEREST IN THE TRANSACTION
The hedging counterparty shall provide Kalander with loan financing for the
duration of the Hedging and Financing Transaction. The maximum financial
obligation under that financing arrangement, including all interest thereon,
will never exceed the total number of shares hedged multiplied by the put
strike price. Kalander will therefore always be in the position to fully cover
the liability under the financing arrangement with the hedged shares.
Kalander hedged a total of 95,000 shares and Kalander Finco sold 28,800 to
refinance 165,000 Capitec shares previously hedged under the August 2021
Transaction.
22 November 2024
Stellenbosch
Sponsor
PSG Capital
Date: 22-11-2024 12:45:00
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