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Accessing the growth in South Africa’s emerging
financial sector
May 2012
Disclaimer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
1. This document has been prepared by Transaction Capital Proprietary Limited (“Transaction Capital” or the “Company”) and comprises the slides for a presentation to
syndicate research analysts 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.
2. This document is strictly confidential and is being provided to you solely for your information and may not be reproduced, further distributed to any other person or
published, in whole or in part, for any purpose without the express prior written consent of Transaction Capital.
3. This document has been prepared by Transaction Capital solely for use at the analyst presentation held in connection with the Offer and may not be used for any
purpose other than the preparation of research reports concerning the TC Group (as defined above). Neither this document nor any part or copy of it may be taken or
transmitted into the United States (the “U.S.”) or distributed, directly or indirectly, in the U.S. or to U.S. persons as defined in Regulation S under the U.S. Securities
Act of 1933, as amended (the “Securities Act”). Neither this document nor any part or copy of it may be taken or transmitted into Australia, Canada, Japan or to any
resident of Japan, or distributed directly or indirectly in Australia, Canada, Japan or to any resident of Japan. Any failure to comply with these restrictions may
constitute a violation of U.S., Australian, Canadian or Japanese securities laws.
4. This document does not constitute an offer of securities in any jurisdiction.
5. The information contained in this document 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 document (nor whether any information has been omitted from this document) 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 document and
nothing in this document is or should be relied on as a promise or representation as to the future.
6. This document is not intended for potential investors and does not constitute or form part of any offer to sell or issue or any invitation to purchase or subscribe for, or
any solicitation of any offer to purchase or subscribe for, any securities of the Company or any other member of the TC Group, nor shall it or any part of it nor shall the
fact of its distribution form the basis of, or be relied on 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. No reliance may be placed for any purposes whatsoever on the information contained in this document or any other material discussed at the analyst
presentation, or on its completeness, accuracy or fairness. The information in this document and any other material discussed at the analyst presentation is subject to
verification, completion and change without notice. 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 document or its contents or
otherwise arising in connection therewith.
Disclaimer (continued)
7. This document may contain certain “forward‐looking statements” regarding beliefs or expectations of the TC Group, its directors and other members of its senior
management about the TC Group’s financial condition, results of operations, cash flow, strategy and business and the transactions described in this document.
Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other
statements, which are other than statements of historical facts. The words “believe”, “expect”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “will”, “may”,
“should” and similar expressions identify forward-looking statements but are not the exclusive means of identifying such statements. Such forward‐looking
statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties
and other factors, many of which are outside the control of the TC Group and are difficult to predict, that may cause the actual results, performance, achievements or
developments of the TC Group or the industries in which it operates to differ materially from any future results, performance, achievements or developments
expressed by or implied from the forward‐looking statements. Each member of the TC Group expressly disclaims any obligation or undertaking to provide or
disseminate any updates or revisions to any forward-looking statements contained in this document.
8. The information and opinions contained in this document are provided as at the date of this document and are subject to change without notice. Some of the
information is still in draft form and will only be finalized, if legally verifiable, at the time of publication of the final pre‐listing statement.
9. The securities mentioned herein (the “Securities”) have not been, and will not be, registered under the Securities Act. The Securities may not be offered or sold to a
person in the U.S. or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the Securities Act) absent registration or an
applicable exemption from the registration requirements of the Securities Act. There will be no offering of the Securities in the United States or to or for the account
or benefit of any U.S. persons.
10. The document is only being distributed to and is only directed at persons who have professional experience in matters relating to investments falling within Article
19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”) or are persons falling
within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or are persons outside the United
Kingdom (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be
engaged in only with relevant persons.
11. This document is being distributed to, and is directed only at, persons in Member States of the European Economic Area (“EEA”) who are “qualified investors” within
the meaning of Article (2)(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“qualified investors”). Any person in the EEA who receives this document will be
deemed to have represented and agreed that it is a qualified investor. Any such recipient will also be deemed to have represented and agreed that it has not received
this document on behalf of persons in the EEA other than qualified investors or persons in the United Kingdom and other Member States (where equivalent legislation
exists) for whom the investor has authority to make decisions on a wholly discretionary basis. The Company, the bookrunner, the sponsor and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing representations and agreements. Any person in the EEA who is not a qualified investor
should not act or rely on this document or any of its contents.
12. By accepting delivery of this document, you agree to be bound by the foregoing terms and acknowledge that you will be solely responsible for your own assessment of
the TC Group and the Offer and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of
the TC Group’s businesses and operations.
Agenda
Description Page
1. Transaction Capital overview 5
2. Investor value proposition 8
3. Conclusion 27
Transaction Capital – providing focused financial services to
the growing Southern African market
Financial information as at 30 September 2011(a)
5
(a) Group Executive Office contributes R34m to income and R(19)m to PBT
(b) Excludes discontinued operations (Mortgage Capital)
Note: Income defined as interest and other similar income plus non-interest revenue throughout the document
Lending
Income R2,499m
PBT R332m
Services
Income R1,072m(b)
PBT R141m(b)
Transaction Capital (Pty) Limited
Loan book R6,720m Income R3,606m(a) Profit Before Tax (“PBT”) R454m(a)
Employees: 4,305 Group; 43 Head Office
Asset-backed lending
Loan book R4,011m
Income R1,092m
PBT R137m
Unsecured lending
Loan book R2,635m
Income R1,407m
PBT R195m
Credit services
EBITDA R109m
Income R635m
PBT R91m
Payment services
EBITDA R108m
Income R437m
PBT R50m
Provider of working capital
through invoice discounting &
commercial debtors management
(57 Employees)
Financier of independent SME
minibus taxi operators
(354 Employees)
Provider of unsecured personal
loans to emerging middle
income clients
(964 Employees)
Collector of distressed accounts
receivables (agency & principal)
(2,451 Employees)
Credit risk consultancy services &
software resellers (FICO)
(67 Employees)
ATM Solutions: owner &
operator of off-bank premises
ATMs and EFT terminals
DrawCard: early stage developer
and issuer of pre-paid debit card
products
(369 Employees)
Evolution of Transaction Capital
6
 Entrepreneurial shareholders
identified & acquired businesses
operating in alternative segments
 With a view to driving asset &
profit growth, businesses were
operated independently by
founder managers (often
minorities) with directive short-
term oversight by the controlling
shareholders
 A formidable debt capital markets
team ensured adequate funding,
from a variety of capital pools,
which were attracted to focused
assets & bespoke structures
 As the entities achieved traction
& various degrees of
organisational maturity, it
became clear that their
agglomeration within a group
could result in scale efficiencies &
incremental value creation
 Transaction Capital was formed in
late 2006 & comprised 13
companies by end FY2008, its first
full financial year
 In June 2008 Lamberti was
appointed Executive Chairperson,
introducing discipline & best
practice to strategy, structure,
leadership, risk management,
reporting, governance &
compliance, while driving
performance, evaluating the
efficacy of the portfolio & staffing a
corporate office
 In pursuit of a coherent non-
deposit taking lending & services
group, 6 companies were
sold/wound down, 5
bought/started & 5 merged
resulting in a 4 division, 6 company
group. Of the 6 incumbent CEOs, 4
were appointed during this period
 Significant effort and expenditure
was devoted to the qualitative &
quantitative improvement of
leadership, the stabilisation of
information systems, & the
establishment of intra group
collaboration processes
 From the start of the 2011
financial year Transaction Capital
embarked on a new phase of its
development, with strategies &
plans to deliver predictable high
quality earnings growth &
superior comparative
performance, based on an
embedded sustainability &
societal relevance.
Entrepreneurial roots Consolidation for scale Performance for value
Phase I Phase II Phase III
2007 – 2010 2011 +1990 – 2006
 Entrepreneurial record of identifying & developing alternative
asset classes
 Businesses which have achieved scale & strong positions in
selected segments in the South African financial services sector
 A deep understanding of credit risk & the development of
specialist risk assessment practices resulting from a focus on niche
markets for almost a decade
 A diversified flow of interest & non-interest income generated by
complementary lending and services businesses
 A highly qualified & experienced professional leadership group
 Proven expertise in debt capital funding
 Focused customer propositions, distribution channels &
specialised expertise are key drivers of the businesses’
performance
 Societal relevance in the development & empowerment of
emerging consumers and businesses
Core competencies & Capabilities
 Seek out new growth opportunities to leverage existing capabilities
& cross sell
 Sustain long-term funding structures to support the
group’s growth
 Invest in skills a & information technology to create stakeholder
value & to manage & mitigate risk
 Enhance returns through operational excellence, intra-group value
creation & governance
 Target, consummate & integrate accretive acquisitions
Transaction Capital’s strategic priorities
Agenda
Description Page
1. Transaction Capital overview 5
2. Investor value proposition 8
3. Conclusion 27
(1.1)%
(6.7)%
(0.6)%
32.5%
(15.0)%
(5.0)%
5.0%
15.0%
25.0%
35.0%
Banks Non-bank vehicle
financiers
Retailers Other credit
providers
Growth rates in share of new credit (avg 2011 vs. avg of 2010)
4.2
2.8
2.9
3.2
3.2
3.1
2.9
1.4
3.5
3.7
4.0
3.6
3.2
3.3
3.1
3.1
1.3
2.3
3.5
4.5
5.7
6.0
4.5
3.0
0.8
1.9
2.4
4.7
5.6
6.9
3.6
2.8
LSM1 LSM2 LSM3 LSM4 LSM5 LSM6 LSM7 LSM8
Adults(m)
1994 2000 2005 2010
Supportive backdrop indicates growth
potential in TC’s businesses
8Source: South African Advertising Research Foundation, SARB, NCR, CBM
Ongoing migration through the LSMs
New credit granted (2010 vs 2011) driven by
specialist lenders
(81.0)% (32.1)% (17.2)% 46.9% 75.0% 122.6% 24.1% 100.0%
Credit demand remains robust
Positive trends in household indebtedness
0.0
15.0
30.0
45.0
60.0
75.0
90.0
0
4
8
12
16
20
2004 2005 2006 2007 2008 2009 2010 2011
Debt servicing cost-to-income ratio(RHS)
Insolvencies (smoothed)
Household debt-to-incomeratio (RHS)
(%)
(R'00)
(20)
0
20
40
60
80
100
120
(5)%
0%
5%
10%
15%
20%
25%
30%
Jun 09 Sep 09 Dec 09 Mar
10
Jun 10 Sep 10 Dec 10 Mar
11
Jun 11 Sep 11 Dec 11
(R'bn)
Unsecured lending Quarterly yoy growth in millions of consumers seeking credit
A specialised portfolio
Business model centering on control & value accretive collaboration without diluting
divisional focus
9
Board of directors – Direction & Governance
Group executive office – Growth, sustainability and management
Strategy &
portfolio
Financial structure &
capital management
Risk criteria &
management
Executive
calibre, developm
ent & succession
Accounting &
budgetary control
Divisions – Operating performance
Asset-backed lending Unsecured lending Credit services Payment services
Group accretive value creation processes
Collaboration forums
Best practice bench-marking, skills transfer and
functional co-ordination through
 Information, communication and technology
forum
 Human capital forum
 Credit forum
 BBBEE champions forum
Shared services
Provision of services at lower cost than can
otherwise be obtained
 Debt capital markets
 Internal audit
 Compliance
 Disaster recovery
Inter divisional transactions
 PIC Solutions: Consulting to SA Taxi; Bayport;
ATM Solutions
 MBD CS: Collections and back up service
provider to SA Taxi; Bayport
Investor relations &
public relations
Active intervention
Vehicle
finance leases
91%
Repossessions
5%
Discount
invoices
4%
10
Asset-backed lending: SA Taxi /
Rand Trust
Business*
 Specialised lender to minibus taxi operators with c. 34% market share of financed minibus taxis, with c.
22,000 loans
 Lending to small and medium enterprises (SMEs)
 Distributes through a national network of affiliated and non-affiliated dealerships
 Maintains legal ownership of vehicle
 Maximum risk exposure of loan to value base of c. 85%
Market*
Growth drivers
 Taxis account for 80% of all public transport trips, with c. 19m minibus taxi commuters
 c. 220,000 vehicles on the road, c. 65,000 thereof are financed
 Industry regulated by the Ministry of Transport
 Specialist provider of working capital finance to SMEs
– Acquires invoices at a discount for its own account
– Manages commercial debtors on behalf of clients
 Proprietary credit assessment process and administration techniques
 Targets small debtors books not typically served by traditional banks
 Discounted invoices of R176m as at 31 March 2012
Rand Trust
SATaxi
Profit drivers
 Increase in number of vehicles requiring financing
 Impairments as a result of reduction in vehicle quality are being addressed
 Taximart refurbishes repossessed taxis to enhance their value ahead of sale
 Growing urbanisation and increased use of public transport
 Government incentives in place to encourage the replacement of old taxi vehicles
– Taxi Recapitalisation Program
 Access to cheaper Chinese vehicles has grown the market
 Origination of new business from higher quality existing clients
 Management of refurbishment and re-sale of repossessed vehicles
*Market data based on management estimates
Differentiating
factors / core
competencies
 Sole focus on minibus taxi industry with an in-depth understanding of the industry, client base & credit
dynamics
 Credit scoring methodology combining taxi route profitability analysis, traditional individual credit scoring &
the vehicle collateral value allowing SA Taxi to provide finance to those not traditionally served by more
mainstream financing players
 Focus on increased efficiency & greater through put at Taximart as a key part of the loss & risk mitigation
strategy
 Collections methodologies designed specifically for the taxi industry including the ability to repossess
efficiently
Income PBT Assets
30% 30% 47%
Contribution Analysis, 30 September 2011
R 1,092m R 137m R 4,683m
Loans and advances (31-Mar-12)
PBT development (R’m)
R 4,370m
206
103
137
72 75
2009A 2010A 2011A 1H11 1H12
2009 2010 2011 1H11 1H12
Non-performing loans % 22.3% 21.1% 27.5% 24.1% 29.4%
Provision % Gross loans and
advances
2.2% 2.9% 4.2% 3.8% 4.1%
Non-performing loan coverage 10.0% 13.8% 15.2% 16.0% 14.1%
Credit loss ratio 2.5% 3.9% 6.0% 5.7% 5.8%
Impairment provision %
repossessions
17.4% 21.6% 29.7% 22.9% 29.1%
Asset-backed lending
Asset Quality & Key metrics
11
Loan book – SA Taxi Origination – SA Taxi
2009 2010 2011 1H11 1H12
Value of vehicle loans originated
(R’m)
1,102 1,325 1,415 862 784
New/existing client (vehicle loans,
value)
76/24 76/24 77/23 78/22 77/23
New (non-repo) vehicle originations
(R’m)
1,120 1,182 1,058 665 581
% Premium / Entry Level (new
vehicle disbursements, value)
84/16 69/31 79/21 77/23 90/10
Rand Trust
2009 2010 2011 1H11 1H12
Net loan portfolio (R’m) 55 137 135 125 176
Growth n/a 149% (1)% n/a 41%
Average debtor days
outstanding
45 45 41 51 44
2009 2010 2011 1H11 1H12
Total number of loans (vehicles) 18,222 20,914 21,673 21,896 21,896
Gross loans and advances (R’m) 3,027 3,807 4,045 4,093 4,375
Impairment provision (R’m) (68) (111) (169) (158) (181)
Loans and advances (R’m) 2,959 3,696 3,876 3,936 4,194
Growth n/a 25% 5% n/a 7%
% Leases / Repossessions (Loans
and advances, value)
98/2 96/4 96/4 95/5 95/5
% Premium / Entry Level (gross
loans and advances, value)
82/18 77/23 78/22 77/23 80/20
Financial – SA Taxi
2009 2010 2011 1H11 1H12
Net interest margin 13% 11% 12% 12% 12%
Cost-to-income 39% 54% 42% 43% 43%
Net interest income 351 369 494 249 259
Non-interest revenue 93 142 156 77 89
PBT (R’m) 206 103 137 72 75
Equity plus Group debt less goodwill
% Total assets less cash and
goodwill
10% 10% 18% 14% 19%
Credit performance – SA Taxi
129
195
76 97
8 months
to 30 Sep
2010 A
2011A 1H11 1H12
12
Unsecured lending: Bayport
 Growing demand for unsecured credit in SA due to economic growth & tightening asset backed credit
 Historical payment record allows increased exposure to current customer base driving improved credit
quality
 Debt consolidation products driving up average loan sizes & term
 Opportunity to cross sell through existing product distribution channels i.e. to cellular clients
 Well legislated maturing market stimulating growth
Business*
Growth
drivers
Bayport
 Interest rate levels impact the net interest margin achieved
 Contribution of non-interest revenue, such as insurance commissions & fees
 Risk adjusted yield is impacted by impairments
Profit drivers
 Unsecured loans to the emerging middle-income consumer segment
 Platform of 57 branches & 33 kiosks in South African post offices
 1,953 mobile sales consultants working on commission
 Credit approval is relatively fast due to centralised process
 Most collections are done through debit orders, supported by 3 call centres
 Acquired by Transaction Capital in February 2010, however TC founders involved since 2006
 Bayport has an asset backed note program (Bayport Securitisation (RF) Limited), listed on the JSE
 SA’s unsecured lending market amounted to R113 billion as at December 2011
 Bayport is estimated to have a 3% market share (Q4 2011)(a)
 Major competitors are African Bank, Capitec, Old Mutual & the big 4 South African retail banks
 Traditional SA retail banks also focus on Bayport’s selected market, but are less specialised
Market*
 Growth through targeting selected risk segments
 Distribution model combining mobile consultants & branch network to access clients & provide a
direct personalised service
 Credit risk management through in depth understanding of market & risk dynamics
 Existing clients are targeted for cross-selling e.g. cellular & insurance products
Differentiating
factors / core
competencies
Loans and advances (31-Mar-12)
Retail loans
92%
Cellular
subscription
agreements
8%
PBT development (R’m)
Income PBT Assets
Contribution Analysis, 30 September 2011
39% 43% 35%
R 1,407m R 195m R 3,523m
R 3,274m
*Market data based on management estimates
(a) Bayport loan book at 31 March 2012
2009 2010 2011 1H11 1H12
Net interest margin n/a 24%* 21% 21% 21%
Cost-to-income n/a 56%* 54% 53% 55%
Net interest income n/a 270 * 524 233 356
Non-interest revenue n/a 358 * 609 278 337
PBT (R’m) n/a 129* 195 76 97
Equity plus Group debt less goodwill
% Total assets less cash and goodwill
n/a 25%* 32% 34% 34%
Unsecured lending
Asset Quality & Key metrics
13
Loan book
* Includes financials from 1 February 2010 to 31 September 2010
Note: All numbers for 2010 include period from 1 October 2009 to 31 September 2010 unless
otherwise indicated.
Unsecured lending, vintage curve
2009 2010 2011 1H11 1H12
Number of loans 136,957 202,943 257,879 229,988 288,021
Gross loans and advances (R’m) n/a 1,977 3,026 2,499 3,836
Growth % n/a n/a 53% n/a 54%
Average loan balance n/a 9,739 11,725 10,867 12,935
Average remaining term (months,
value)
25 27 25 26 28
% Retail loans / Cellular (loans and
advances, value)
92/8 93/7 91/9 92/8 92/8
Number of agents 1,496 1,671 1,575 1,539 1,953
Origination
2009 2010 2011 1H11 1H12
Number of loans originated (units) 98,471 126,763 155,887 76,570 99,196
Disbursements (R’m) 836 1,325 1,850 895 1,356
Growth % n/a 58% 40% n/a 52%
Approval rate % 17% 16% 17% 17% 12%
Average disbursement 8,488 10,451 11,869 11,687 13,667
Average term (months, value) 35 36 35 34 43
New/existing client (value) 72/28 60/40 52/48 51/49 42/58
Credit performance
2009 2010 2011 1H11 1H12
Non-performing loans % gross
loans and advances
n/a 22.0%* 24.3% 21.3% 28.2%
Provision % Gross loans and
advances
n/a 11.8%* 12.9% 11.8% 15.2%
Provision % Non-performing loans n/a 53.6%* 53.2% 55.6% 53.8%
Credit loss ratio n/a 13.2%* 13.0% 14.5% 12.6%
Financial
Collections
principal
38%
Revenue
agency
44%
Other
18%
14
Credit services: MBDCS / PIC Solutions
 One of SA’s leading providers of outsourced accounts receivable collections by AUM
 Agency books worth R14bn and principal books of R8bn as at 31 March 2012
 Collections infrastructure with over 2,159 collections agents in 9 call centres
 IT infrastructure provides full contingency, back-up & disaster recovery processes
 Customers include blue chip banks, retailers, telecom companies & parastatals
 MBD Credit Solutions (Pty) Limited has an SQ2 service rating from Global Credit Ratings
 Accounts receivable collections management is a fragmented market in SA
 Majority of competitors are smaller than MBDCS
 Experience in agency portfolios leveraged to better manage principal portfolios
 Agency growth comes through attracting new clients
 Portfolio acquisitions drive the principal book
 Focus on sectors traditionally not core, in particular public sector & commercial collections
Business*
Market*
Growth drivers
PIC Solutions
MBDCS
 A specialist in the provision of consumer credit risk consultancy and analytics
 Long term relationships with many blue-chip banks and retailers
 Also a non-exclusive distributor of the FICO (Fair Isaac) software in Africa and the Middle
 Rand value collected per individual debtor
 Staff productivity & turnover rates determine efficiencies
 Economies of scale expected as the book grows
 Increase the size of the agency book
 Discounts on purchase of acquired portfolios & collection levels drive the returns thereon
Profit drivers
 Achieved significant scale in a fragmented market with high standard of governance
 Specialist proprietary technology-driven collections strategy & infrastructure
 Insight gained from managing agency & owned portfolios informs pricing decisions on principal
portfolio acquisitions
Differentiating
factors / core
competencies
Income PBT EBITDA(a)
Contribution Analysis, 30 September 2011
18% 20% 50%
R 635m R 91m R109m
Non-interest revenue (31-Mar-12)
EBITDA development (R’m)
R 365m
(a) Contribution to Services EBITDA
*Market data based on management estimates
113
99
109
50 58
2009A 2010A 2011A 1H11 1H12
2009 2010 2011 1H11 1H12
Number of agency clients 40 47 45 46 49
Number of employees 2,926 2,814 2,518 2,456 2,410
Credit services
Key metrics and financial information
Operational
2009 2010 2011 1H11 1H12
AUM (R’bn) 20.3 23.5 22.4 22.2 21.8
Agency (R’bn) 13.4 15.4 13.4 13.5 12.0
Principal (R’bn) 6.9 8.1 9.0 8.7 9.8
Cost-to-income 84% 87% 85% 86% 85%
Non-interest revenue (R’m) 584 608 632 296 365
PBT (R’m) 92 76 91 40 54
EBITDA 113 99 109 50 58
Financial
2009 2010 2011 1H11 1H12
Purchased book debt (R’m) 249 244 308 274 318
Average fair value of principal portfolio (R’m) 206 248 263 258 310
Principal revenue as % of average fair value of principal portfolio 104% 84% 84% 79% 91%
Agency/Principal collections revenue split (%) 57/43 60/40 58/42 60/40 53/47
Performance
15
16
Payment services: Paycorp
Paycorp
 One of SA’s largest payments businesses independent of a bank group
 Owns an independent infrastructure network and transaction switch
 Strong market position as a provider of pre-paid debit cards & has an early stage POS terminal
business (EFTPOS)
ATM Solutions
 A leading independent owner, deployer & operator of off-premise ATMs in Africa
 ATM Solutions currently owns and operates 4,178 ATMs, which it estimates to comprise 24% of all
off-bank premise ATMs and 17% of all South African ATMs
 ATM’s located typically in underserved areas, viewed by banks as unattractive due to lower
transaction volumes
 ATM Solution’s low cost efficiencies make outsourcing attractive to banks
 Partnerships with eight Southern African banks
Early stage business
 DrawCard: Visa-certified provider of stored value prepaid card solutions
 Increasing demand for ATM access in underserved areas
 Increase in retail penetration results in growing number of POS transactions
 Banks continue to outsource ATM services, esp. off-site
 DrawCard and EFTPOS are coming off a low base in high demand markets
Business*
Growth drivers
Paycorp
 Transaction volumes and associated fees
 Reduction in ATM bombings
 Investment in early stage businesses provides growth opportunities
Profit drivers
 c. 26,728 ATMs in SA, c. 8,000 located in bank branches & remainder situated offsite
 POS terminals are ubiquitous throughout the retail industry
Market*
 Low cost operator of ATMs facilitating the provision of services to lower volume, under-served
areas
 Understanding of the entire payments cycle, through “ecosystem” of payments businesses
 Largest 3rd party independent financial switch with robust back office systems
 DrawCard leverages off ATM Solutions’ expertise and technology in card issuance
Differentiating
factors/ core
competencies
Income PBT EBITDA(a)
Contribution Analysis, 30 September 2011
12% 11% 50%
R 437m R 50m R108m
EBITDA development (R’m)
(a) Contribution to Services EBITDA
*Market data based on management estimates
99
109 108
54
69
2009A 2010A 2011A 1H11 1H12
2009 2010 2011 1H11 1H12
Number of active ATMs 3,812 4,024 4,072 3,957 4,178
Payment services
Key metrics and financial information
Operational
2009 2010 2011 1H11 1H12
Cost-to-income 85% 86% 88% 88% 83%
Non-interest revenue 365 404 428 216 230
PBT (R’m) 54 55 50 26 37
EBITDA (R’m) 99 109 108 54 69
Financial
2009 2010 2011 1H11 1H12
ATM disbursements (R’bn) 19.2 22.6 25.1 12.6 14.1
ATM revenue (R’m) 299 351 384 193 214
Disbursements per active ATM (R’m) 5.0 5.6 6.2 3.2 3.4
Value of Drawcard transactions (R’m) 519 740 945 515 487
Performance
17
A proven wholesale funding
model
 No exposure to short-term
debt instruments
 “Positive liquidity mismatch”:
asset shorter than debt
durations.
 Direct relationships allow
debt investors a deep
understanding of the Group
 Successfully raised debt
through the volatile capital
market cycles of 2008 and
2009
 R16bn raised from 2006 to
March 2012
18
Access to capital
Capital structure
 Equity allocated per asset class according to capital market appetite, credit rating and risk based business requirement
 Ring-fenced funding structures allow investor diversification, no co-mingling of risk, and leveraging capital optimally
Available debt facilities and
cash (31-Mar-12)
R 2,617m
Asset-backed
lending
51%
Unsecured
lending
28%
Credit
Services
12%
Payment
Services
6%
Group
Executive
Office
3%
Capital structure (R’m) Year end 30 September
Six months ended 31
March
Futuregrowth
investment (24
April 2012)
Post
Futuregrowth
investment (24
April 2012)2009 2010 2011 2011 2012
Non-subordinated debt capital 3 062 5 263 5 868 5 804 6 703 (28) 6 675
Subordinated debt capital 431 1 151 1 602 1 339 1 648 (190) 1 458
Interest bearing liabilities 3 492 6 414 7 469 7 143 8 351 (218) 8 133
Equity 1 028 1 378 1 709 1 502 2 106 201 2 307
Equity and Subordinated debt capital 1 459 2 529 3 311 2 841 3 754 11 3 765
Equity % 70% 54% 52% 53% 56% 61%
Subordinated debt capital % 30% 46% 48% 47% 44% 39%
Total assets 4 951 8 653 10 056 9 508 11 550 (17) 11 533
Less: Goodwill (515) (932) (930) (932) (930) (930)
Less: Cash and cash equivalents (369) (575) (696) (589) (1 090) (1 090)
Total assets less Goodwill and cash and cash
equivalents
4 067 7 146 8 430 7 987 9 530 (17) 9 513
Equity and Subordinated debt capital less Goodwill 944 1 597 2 381 1 909 2 824 11 2 835
Equity and Subordinated debt capital less Goodwill
% Total assets less Goodwill and cash and cash
equivalents
23% 22% 28% 24% 30% 30%
Interest bearing liabilities % Total assets 71% 74% 74% 75% 72% 71%
0
500
1,000
1,500
2,000
2,500
3,000
3,500
2009 2010 2011 1H11 1H12
(R'm)
Asset backed lending Unsecured lending Credit Services Payment Services Group Executive Office
Diversified funding base
19
Committed funds as at 31 March 2012
Credit rating StructureFunder
Debt issued by division
2,178
Aa2.za
Moody's,
28%
A (RSA)
GCR, 29
%
Ba1.za
Moody's,
2%
Not
rated, 42
%
Specialised
asset
managers
and debt
funds, 25%
JSE
listed, 29%
Life
insurance
companies, 2
3%
Banks, 10%
Development
finance
institutions,
9%
Traditional
asset
managers, 5
%
Rated
unlisted
securitisation
, 31%
Rated listed
securitisation
, 32%
Syndicated
loans, 20%
Structured
finance, 17%
2,900
1,655
2,740
1,894
Pre-IPO transactions
Ethos
Pre-IPO investment
Futuregrowth
Sanlam
Convertible
Pre-IPO cash investment
Convertible bond converted
pre-IPO
Date of investment 30-Mar-12 30-Mar-12 24-Apr-12* Expected at IPO
Size R100 million R143 million R197 million R35 million
Terms
– Subscribed for R12,048,092 shares at a
maximum price of R8.30 per share and a
minimum price of R7.90 per share
– If IPO price is less or equal to R8.30, the
subscription price is R7.90
– If the IPO price is between R8.30 and R8.70,
the subscription price is at a R0.40 discount
to the IPO price
– If the IPO price is greater than R8.70, the
subscription price is R8.30
– Subscribed for
18,072,189 shares at
R7.90
– Subscribed for
24,871,337 shares at
R7.93
– Convertible bond had the
right to convert at 10%
discount to IPO price
– Convertible maturity in July 2016
– Option to convert in equity at IPO at
10% discount to IPO price
– Futuregrowth had an option to convert debt to equity
during the period from IPO date to 120 days thereafter
at a 10% discount to listing price. In order to achieve
certainly at the time of IPO, TC incentivized
Futuregrowth to invest new capital of R143m and
allowed them to convert a R197m convertible bond at
an average price of R7.93 per share
Holding pre-IPO 9.9% 8.1% 0.0%
Holding post-IPO 9.0% 7.3% 0.8%
Lock-up 180 days
Non-binding written indication to TC that Futuregrowth
intends to hold the shares for an extended period and
that the shares have been placed into funds which can
hold equity securities and Futuregrowth is therefore
under no obligation to reduce its shareholding
60 days post conversion
* Convertible loan originally entered into on August 2011 and converted into equity on April 2012
20
Delivering strong financial performance with a
growth track record
21
Year ended 30 September Six month ended 31 March
(R’m unless specified otherwise) 2009 2010 % movement 2011 % movement 1H11 1H12 % movement
Performance
Interest and other similar income 739 1,217 65% 1,785 47% 835 1,034 24%
Non-interest revenue 1,116 1,554 39% 1,821 17% 883 1,021 16%
Total income 1,855 2,771 49% 3,606 30% 1,718 2,055 20%
Profit before tax 364 324 (11)% 454 40% 179 240 35%
Headline earnings 237 212 (10)% 297 40% 123 171 39%
Headline earnings from continuing operations 238 214 (10)% 322 51% 123 171 39%
Net interest margin 12% 13% 9% 14% 14% 14% 15% 8%
Cost-to-income ratio % 71% 72% 2% 64% (11)% 66% 64% (3)%
ROA % 5.3% 3.2% (39)% 3.6% 13% 2.9% 3.5% 20%
ROTA % 5.8% 3.6% (38)% 4.0% 12% 3.2% 3.8% 19%
ROE % 25.3% 15.5% (39)% 21.9% 42% 17.9% 19.7% 10%
ROTE % 52.5% 38.2% (27)% 64.4% 68% 58.8% 44.4% (24)%
Delivering strong financial performance with a
growth track record (continued)
22
Year ended 30 September Six month ended 31 March
(R’m unless specified otherwise) 2009 2010 % movement 2011 % movement 1H11 1H12 % movement
Status
Total assets 4,951 8,653 75% 10,056 16% 9,508 11,550 21%
Loans and advances 3,154 5,716 81% 6,720 18% 6,396 7,717 21%
Cash and cash equivalents 369 575 56% 696 21% 589 1,090 85%
Interest bearing liabilities 3,492 6,414 84% 7,469 16% 7,143 8,351 17%
- Subordinated debt capital 431 1,151 167% 1,602 39% 1,339 1,648 23%
Total equity 1,028 1,378 34% 1,709 24% 1,502 2,106 40%
Capital adequacy ratio % 23% 22% (4)% 28% 26% 24% 30% 24%
Share data
HEPS (cents) 56.2 47.6 (15)% 64.2 35% 26.8 36.2 35%
HEPS from continuing operations (cents) 56.6 47.9 (15)% 69.6 45% 26.8 36.2 35%
TNAV (cents)(1) 107.3 79.6 (26)% 141.7 78% 103.5 213.0 106%
NAV per share (cents)(1) 232.1 293.2 26% 347.4 18% 314.0 405.6 29%
Number of shares (000)(1) 420,876 455,085 8% 471,176 4% 462,812 502,833 9%
Weighted average number of shares (000) 420,982 445,427 6% 462,492 4% 460,706 473,432 3%
(1) Post the Futuregrowth investment at 24 April 2012:
Number of shares (‘000): 530,605
TNAV per share (cents): 243.0
NAV per share (cents): 425.4
Entrepreneurial roots
Proven entrepreneurial record
Mark Lamberti, Chief Executive Officer
 30 years experience as an executive or non-executive director on the boards of various public companies
 Served 19 years as the architect and CEO of Massmart Holdings Limited & remains non-executive Chairman of the Board
 Mark’s achievements have been widely acknowledged throughout his career, most notably as the 2001 winner of the Ernst & Young South Africa’s Best Entrepreneur Award and the 2004
winner of the Italian South African Businessman of the Year Award
 B Com (Unisa), MBA (Wits), PPL (Harvard)
23
Steven Kark, CEO Paycorp
 In 1999 he co-founded the ATM Solutions Group (now Paycorp Holdings), winning the KPMG Unlisted Company of the Year Award in 2003
 Merged the ATM Solutions Group (now Paycorp Holdings) with the Jawno, Mendelowitz, Rossi portfolio to form Transaction Capital in 2006
 Recipient of the Investec Jewish Entrepreneur of the Year Award in 2001, Steven is the chairman of the Association of System Operators (ASO), a member of the Young Presidents
Organisation (YPO) and a founder board member of the ATM Industry Association (ATMIA) Africa
 B Com (Wits), PG Dip Bus Admin (Thames, London)
Jonathan Jawno, Deputy Chief Executive Officer
 Co-founded financial services entity Stratvest in 1995 with Michael Mendelowitz
 Executive at African Bank Investments Limited (ABIL) since 1997, when ABIL acquired 50% of Stratvest
 From 2002 onwards, together with Rossi & Mendelowitz acquired and grew the group of companies that merged with the ATM Solutions Group (now Paycorp Holdings) to form
Transaction Capital in 2006
 B Com (UCT), G Dip Acc (UCT), CA (SA)
Michael Mendelowitz, Chief Investment Officer
 Co-founded financial services entity Stratvest in 1995 with Jonathan Jawno. Proven track record of identifying niche owner-managed companies within the financial services sector
 From 2002 onwards, together with Rossi and Jawno acquired and grew the group of companies that merged with the ATM Solutions Group (now Paycorp Holdings) to form Transaction
Capital in 2006
 Joint-Chief Executive Officer of Nisela from 1997 to 2002
 B Com (UCT), G Dip Acc (UCT), CA(SA)
Robert Rossi, Executive Director
 Founded Miners Credit Guarantee (MCG) in 1991 to provide credit card type facilities to mine workers. In 1999 Theta Investments acquired a 50% stake in MCG
 Rob assumed executive roles at MCG and Theta and was subsequently responsible for the establishment, acquisition, growth and operations of several of the businesses owned by ABIL
(during 2003 MCG was integrated into ABIL and Rob sold his remaining shares to ABIL)
 Together with Jawno and Mendelowitz, acquired the group of companies that merged with the ATM Solutions Group (now Paycorp Holdings) to form Transaction Capital in 2006
 BSc Mech. Eng (Wits), G.D.E. Ind Eng (Wits), B Proc (Unisa)
Emphasis on and investment in leadership development
 Objective psychographic assessments
 360 degree feedback
 Feedback from direct reports
 Rated on performance and potential
 Alignment & succession achieved through proprietary process
 Active redeployment for quality and development (Since 2008 5 CEOs
replaced within the operations and 46 of top 70 in different positions)
Qualified Executive Leadership
Depth of education, expertise & experience
24
“Top 50”
 Top 50 is 74
 Mainly Group Executive Committee members & their direct reports
 Number of degrees 148 (31 CA’s)
 Average age 42
Compensation
 Average fixed compensation R1.6m
 Variable compensation on earnings growth & specific qualitative factors
 Share purchase scheme: valuation based on weighted basket of listed
peers; vesting in 2 through 5 years from issuance date; 3.2% of TC Group
owned through scheme
Recruited, developed and retained a highly qualified management team
Jonathan Jawno, Deputy CEO
 (45) Co-founder of
Transaction Capital
 B Com (UCT), CA (SA)
David Hurwitz, CFO
 (40) Joined TC in 2005
 B Com (Wits), H Dip Tax
(Wits); CA (SA)
Michael Mendelowitz, CIO
 (46) Co-founder of
Transaction Capital
 B Com (UCT), CA (SA)
Charl van der Walt, CEO MBD CS
 (46) Joined MDB on its
inception in 2000
 B Acc (Hon)
(Potchefstroom), CA (SA)
Steven Kark, CEO Paycorp
 (38) Co-founded
Kanderlane (now Paycorp)
& later Transaction Capital
 B Com (Wits), PDBA
(Thames)
Stuart Stone, CEO Bayport
 (42) Co-Founded Bayport
in 2004
 B Com (UCT), Post-Grad
Dip Acc; CA (SA)
Terry Kier, CEO SA Taxi
 (45) Joined TC in 2007
 Appointed CEO SA Taxi in
2010
 BA (Hons), PDM (Wits)
Mark Lamberti, CEO
 (61) Appointed CEO &
invested in TC in 2008
 B Com (Unisa), MBA
(Wits); PPL (Harvard)
Experienced Independent Directors
A sound governance & compliance framework
Accounting and Tax Risk
IT Risk
Credit Risk
Operational Risk
Compliance Risk
Insurance and Assurance
Risk
People Risk
Transformation Risk
Members
Risks
Board
Committees
Audit Committee
Asset & Liability
Committee
Risk & Compliance
Committee
Nominations &
Remuneration
Committee
Risks
 Reputational Risk
 Sustainability Risk
Funding and Capital Risk
25
2 2 3
# of
Independent
directors
2
Reputation Risk
Stakeholder Relations
Risk
Social & Ethics
Committee
2
Strategic Risk
New Business Risk
Acquisition Risk
Executive
Committee
n/a
Key: Independent Non-Executive Director Non-Executive Director
Mark Lamberti (Chair)
Jonathan Jawno
David Hurwitz
Michael Mendelowitz
Steven Kark
Terry Kier
Stuart Stone
Charl van der Walt
Invitees:
Mark Herskovits
Jonathan Jawno (Chair)
Christopher Seabrooke
David Woollam
Mark Lamberti
Tim Jacobs
Stephen Williamson
David Hurwitz
Mark Herskovits
Invitees:
Matthew Symanowitz
Brenda Madumise
(Chair)
Phumzile Langeni
Mark Lamberti
Laura Acres
Dumisani Tabata (Chair)
Phumzile Langeni
Christopher Seabrooke
Shaun Zagnoev
Invitees:
Mark Lamberti
Michael Mendelowitz
Jonathan Jawno
Laura Acres
David Woollam (Chair)
Phumzile Langeni
Shaun Zagnoev
Invitees:
Christopher Seabrooke
Mark Lamberti
Jonathan Jawno
David Hurwitz
Tiaan de Jager
Zelda van Heerden
David Woollam (Chair)
Christopher Seabrooke
Mark Lamberti
Jonathan Jawno
David Hurwitz
Tiaan de Jager
Timothy Jacobs
Dawid Spangenberg
Stephen Williamson
Ian Wood
Roberto Rossi
Charl van der Walt
Zelda van Heerden
Invitees:
Matthew Symanowitz
Agenda
Description Page
1. Transaction Capital overview 5
2. Investor value proposition 8
3. Conclusion 27
… under the guidance of
experienced management
operating within a robust
governance framework.
… delivering strong financial
performance …
… sustained by an established
and diversified funding
position …
… with a focus on asset quality
and risk management …
… from a portfolio of
specialised financial services
businesses …
The Transaction Capital investor value proposition
A supportive macro economic
backdrop for growth and
returns …
27
1
2
3
4
5
6
28
Q&A
29
Appendix
Delivering strong financial performance with a
growth track record
30
(a) Includes financials for Unsecured lending from 1 February 2010 to 31 September 2010
(R’m) 30 Sep 2009 Growth % 30 Sep 2010(a) Growth % 30 Sep 2011 1H11 1H12 Growth %
Statement of comprehensive income
Interest and other similar income 739 65% 1,217 47% 1,785 835 1,034 24%
Interest and other similar expense (403) 51% (608) 31% (798) (375) (443) 18%
Net interest income 336 81% 608 62% 987 459 591 29%
Impairment of loans and advances (66) 323% (278) 104% (566) (278) (337) 21%
Risk adjusted net interest revenue 270 22% 330 27% 421 181 254 40%
Non-interest revenue 1,116 39% 1,554 17% 1,821 883 1,021 16%
Direct and indirect costs (1,027) 51% (1,555) 15% (1,788) (885) (1,035) 17%
Income from associates 6 (190)% (5) (100)% - - - n/a
Profit before tax 364 (11)% 324 40% 454 179 240 35%
Income tax expense (106) (10)% (95) 14% (108) (45) (56) 24%
Profit from continuing operations 258 (12)% 229 51% 346 134 184 38%
Loss from discontinued operation (2) 160% (4) 1648% (70) - - n/a
Profit for the year 257 (13)% 225 23% 276 134 184 38%
Non-controlling interests 21 14% 24 8% 26 10 13 33%
Profit attributable to ordinary equity holders of the parent 236 (15)% 201 25% 250 124 171 39%
Statement of financial position
Assets
Loans and advances 3,154 81% 5,716 18% 6,720 6,396 7,717 21%
Purchased book debts 249 (2)% 244 26% 308 274 318 16%
Property and equipment 261 11% 290 (4)% 279 282 292 4%
Inventories 48 336% 209 (25)% 156 235 171 (27)%
Goodwill and intangibles 525 85% 972 (0)% 970 974 968 (1)%
Other assets and receivables 7,143 71% 12,201 33% 1,623 1,346 2,084 55%
Total assets 4,951 75% 8,653 16% 10,056 9,508 11,550 21%
Liabilities
Interest bearing liabilities 3,492 84% 6,414 16% 7,469 7,143 8,351 17%
- Senior 3,061 72% 5,263 11% 5,867 5,804 6,703 17%
- Subordinated and other 431 167% 1,151 39% 1,602 1,339 1,645 16%
Other liabilities and payables 431 99% 860 2% 878 862 1,093 27%
Total liabilities 3,923 85% 7,274 15% 8,347 8,006 9,444 18%
Equity 1,028 34% 1,378 24% 1,709 1,502 2,106 40%

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Transaction Capital: IPO Management Roadshow Presentation

  • 1. Accessing the growth in South Africa’s emerging financial sector May 2012
  • 2. Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 1. This document has been prepared by Transaction Capital Proprietary Limited (“Transaction Capital” or the “Company”) and comprises the slides for a presentation to syndicate research analysts 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. 2. This document is strictly confidential and is being provided to you solely for your information and may not be reproduced, further distributed to any other person or published, in whole or in part, for any purpose without the express prior written consent of Transaction Capital. 3. This document has been prepared by Transaction Capital solely for use at the analyst presentation held in connection with the Offer and may not be used for any purpose other than the preparation of research reports concerning the TC Group (as defined above). Neither this document nor any part or copy of it may be taken or transmitted into the United States (the “U.S.”) or distributed, directly or indirectly, in the U.S. or to U.S. persons as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Neither this document nor any part or copy of it may be taken or transmitted into Australia, Canada, Japan or to any resident of Japan, or distributed directly or indirectly in Australia, Canada, Japan or to any resident of Japan. Any failure to comply with these restrictions may constitute a violation of U.S., Australian, Canadian or Japanese securities laws. 4. This document does not constitute an offer of securities in any jurisdiction. 5. The information contained in this document 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 document (nor whether any information has been omitted from this document) 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 document and nothing in this document is or should be relied on as a promise or representation as to the future. 6. This document is not intended for potential investors and does not constitute or form part of any offer to sell or issue or any invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities of the Company or any other member of the TC Group, nor shall it or any part of it nor shall the fact of its distribution form the basis of, or be relied on 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. No reliance may be placed for any purposes whatsoever on the information contained in this document or any other material discussed at the analyst presentation, or on its completeness, accuracy or fairness. The information in this document and any other material discussed at the analyst presentation is subject to verification, completion and change without notice. 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 document or its contents or otherwise arising in connection therewith.
  • 3. Disclaimer (continued) 7. This document may contain certain “forward‐looking statements” regarding beliefs or expectations of the TC Group, its directors and other members of its senior management about the TC Group’s financial condition, results of operations, cash flow, strategy and business and the transactions described in this document. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe”, “expect”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “will”, “may”, “should” and similar expressions identify forward-looking statements but are not the exclusive means of identifying such statements. Such forward‐looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the TC Group and are difficult to predict, that may cause the actual results, performance, achievements or developments of the TC Group or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed by or implied from the forward‐looking statements. Each member of the TC Group expressly disclaims any obligation or undertaking to provide or disseminate any updates or revisions to any forward-looking statements contained in this document. 8. The information and opinions contained in this document are provided as at the date of this document and are subject to change without notice. Some of the information is still in draft form and will only be finalized, if legally verifiable, at the time of publication of the final pre‐listing statement. 9. The securities mentioned herein (the “Securities”) have not been, and will not be, registered under the Securities Act. The Securities may not be offered or sold to a person in the U.S. or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no offering of the Securities in the United States or to or for the account or benefit of any U.S. persons. 10. The document is only being distributed to and is only directed at persons who have professional experience in matters relating to investments falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”) or are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or are persons outside the United Kingdom (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. 11. This document is being distributed to, and is directed only at, persons in Member States of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article (2)(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“qualified investors”). Any person in the EEA who receives this document will be deemed to have represented and agreed that it is a qualified investor. Any such recipient will also be deemed to have represented and agreed that it has not received this document on behalf of persons in the EEA other than qualified investors or persons in the United Kingdom and other Member States (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis. The Company, the bookrunner, the sponsor and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations and agreements. Any person in the EEA who is not a qualified investor should not act or rely on this document or any of its contents. 12. By accepting delivery of this document, you agree to be bound by the foregoing terms and acknowledge that you will be solely responsible for your own assessment of the TC Group and the Offer and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the TC Group’s businesses and operations.
  • 4. Agenda Description Page 1. Transaction Capital overview 5 2. Investor value proposition 8 3. Conclusion 27
  • 5. Transaction Capital – providing focused financial services to the growing Southern African market Financial information as at 30 September 2011(a) 5 (a) Group Executive Office contributes R34m to income and R(19)m to PBT (b) Excludes discontinued operations (Mortgage Capital) Note: Income defined as interest and other similar income plus non-interest revenue throughout the document Lending Income R2,499m PBT R332m Services Income R1,072m(b) PBT R141m(b) Transaction Capital (Pty) Limited Loan book R6,720m Income R3,606m(a) Profit Before Tax (“PBT”) R454m(a) Employees: 4,305 Group; 43 Head Office Asset-backed lending Loan book R4,011m Income R1,092m PBT R137m Unsecured lending Loan book R2,635m Income R1,407m PBT R195m Credit services EBITDA R109m Income R635m PBT R91m Payment services EBITDA R108m Income R437m PBT R50m Provider of working capital through invoice discounting & commercial debtors management (57 Employees) Financier of independent SME minibus taxi operators (354 Employees) Provider of unsecured personal loans to emerging middle income clients (964 Employees) Collector of distressed accounts receivables (agency & principal) (2,451 Employees) Credit risk consultancy services & software resellers (FICO) (67 Employees) ATM Solutions: owner & operator of off-bank premises ATMs and EFT terminals DrawCard: early stage developer and issuer of pre-paid debit card products (369 Employees)
  • 6. Evolution of Transaction Capital 6  Entrepreneurial shareholders identified & acquired businesses operating in alternative segments  With a view to driving asset & profit growth, businesses were operated independently by founder managers (often minorities) with directive short- term oversight by the controlling shareholders  A formidable debt capital markets team ensured adequate funding, from a variety of capital pools, which were attracted to focused assets & bespoke structures  As the entities achieved traction & various degrees of organisational maturity, it became clear that their agglomeration within a group could result in scale efficiencies & incremental value creation  Transaction Capital was formed in late 2006 & comprised 13 companies by end FY2008, its first full financial year  In June 2008 Lamberti was appointed Executive Chairperson, introducing discipline & best practice to strategy, structure, leadership, risk management, reporting, governance & compliance, while driving performance, evaluating the efficacy of the portfolio & staffing a corporate office  In pursuit of a coherent non- deposit taking lending & services group, 6 companies were sold/wound down, 5 bought/started & 5 merged resulting in a 4 division, 6 company group. Of the 6 incumbent CEOs, 4 were appointed during this period  Significant effort and expenditure was devoted to the qualitative & quantitative improvement of leadership, the stabilisation of information systems, & the establishment of intra group collaboration processes  From the start of the 2011 financial year Transaction Capital embarked on a new phase of its development, with strategies & plans to deliver predictable high quality earnings growth & superior comparative performance, based on an embedded sustainability & societal relevance. Entrepreneurial roots Consolidation for scale Performance for value Phase I Phase II Phase III 2007 – 2010 2011 +1990 – 2006  Entrepreneurial record of identifying & developing alternative asset classes  Businesses which have achieved scale & strong positions in selected segments in the South African financial services sector  A deep understanding of credit risk & the development of specialist risk assessment practices resulting from a focus on niche markets for almost a decade  A diversified flow of interest & non-interest income generated by complementary lending and services businesses  A highly qualified & experienced professional leadership group  Proven expertise in debt capital funding  Focused customer propositions, distribution channels & specialised expertise are key drivers of the businesses’ performance  Societal relevance in the development & empowerment of emerging consumers and businesses Core competencies & Capabilities  Seek out new growth opportunities to leverage existing capabilities & cross sell  Sustain long-term funding structures to support the group’s growth  Invest in skills a & information technology to create stakeholder value & to manage & mitigate risk  Enhance returns through operational excellence, intra-group value creation & governance  Target, consummate & integrate accretive acquisitions Transaction Capital’s strategic priorities
  • 7. Agenda Description Page 1. Transaction Capital overview 5 2. Investor value proposition 8 3. Conclusion 27
  • 8. (1.1)% (6.7)% (0.6)% 32.5% (15.0)% (5.0)% 5.0% 15.0% 25.0% 35.0% Banks Non-bank vehicle financiers Retailers Other credit providers Growth rates in share of new credit (avg 2011 vs. avg of 2010) 4.2 2.8 2.9 3.2 3.2 3.1 2.9 1.4 3.5 3.7 4.0 3.6 3.2 3.3 3.1 3.1 1.3 2.3 3.5 4.5 5.7 6.0 4.5 3.0 0.8 1.9 2.4 4.7 5.6 6.9 3.6 2.8 LSM1 LSM2 LSM3 LSM4 LSM5 LSM6 LSM7 LSM8 Adults(m) 1994 2000 2005 2010 Supportive backdrop indicates growth potential in TC’s businesses 8Source: South African Advertising Research Foundation, SARB, NCR, CBM Ongoing migration through the LSMs New credit granted (2010 vs 2011) driven by specialist lenders (81.0)% (32.1)% (17.2)% 46.9% 75.0% 122.6% 24.1% 100.0% Credit demand remains robust Positive trends in household indebtedness 0.0 15.0 30.0 45.0 60.0 75.0 90.0 0 4 8 12 16 20 2004 2005 2006 2007 2008 2009 2010 2011 Debt servicing cost-to-income ratio(RHS) Insolvencies (smoothed) Household debt-to-incomeratio (RHS) (%) (R'00) (20) 0 20 40 60 80 100 120 (5)% 0% 5% 10% 15% 20% 25% 30% Jun 09 Sep 09 Dec 09 Mar 10 Jun 10 Sep 10 Dec 10 Mar 11 Jun 11 Sep 11 Dec 11 (R'bn) Unsecured lending Quarterly yoy growth in millions of consumers seeking credit
  • 9. A specialised portfolio Business model centering on control & value accretive collaboration without diluting divisional focus 9 Board of directors – Direction & Governance Group executive office – Growth, sustainability and management Strategy & portfolio Financial structure & capital management Risk criteria & management Executive calibre, developm ent & succession Accounting & budgetary control Divisions – Operating performance Asset-backed lending Unsecured lending Credit services Payment services Group accretive value creation processes Collaboration forums Best practice bench-marking, skills transfer and functional co-ordination through  Information, communication and technology forum  Human capital forum  Credit forum  BBBEE champions forum Shared services Provision of services at lower cost than can otherwise be obtained  Debt capital markets  Internal audit  Compliance  Disaster recovery Inter divisional transactions  PIC Solutions: Consulting to SA Taxi; Bayport; ATM Solutions  MBD CS: Collections and back up service provider to SA Taxi; Bayport Investor relations & public relations Active intervention
  • 10. Vehicle finance leases 91% Repossessions 5% Discount invoices 4% 10 Asset-backed lending: SA Taxi / Rand Trust Business*  Specialised lender to minibus taxi operators with c. 34% market share of financed minibus taxis, with c. 22,000 loans  Lending to small and medium enterprises (SMEs)  Distributes through a national network of affiliated and non-affiliated dealerships  Maintains legal ownership of vehicle  Maximum risk exposure of loan to value base of c. 85% Market* Growth drivers  Taxis account for 80% of all public transport trips, with c. 19m minibus taxi commuters  c. 220,000 vehicles on the road, c. 65,000 thereof are financed  Industry regulated by the Ministry of Transport  Specialist provider of working capital finance to SMEs – Acquires invoices at a discount for its own account – Manages commercial debtors on behalf of clients  Proprietary credit assessment process and administration techniques  Targets small debtors books not typically served by traditional banks  Discounted invoices of R176m as at 31 March 2012 Rand Trust SATaxi Profit drivers  Increase in number of vehicles requiring financing  Impairments as a result of reduction in vehicle quality are being addressed  Taximart refurbishes repossessed taxis to enhance their value ahead of sale  Growing urbanisation and increased use of public transport  Government incentives in place to encourage the replacement of old taxi vehicles – Taxi Recapitalisation Program  Access to cheaper Chinese vehicles has grown the market  Origination of new business from higher quality existing clients  Management of refurbishment and re-sale of repossessed vehicles *Market data based on management estimates Differentiating factors / core competencies  Sole focus on minibus taxi industry with an in-depth understanding of the industry, client base & credit dynamics  Credit scoring methodology combining taxi route profitability analysis, traditional individual credit scoring & the vehicle collateral value allowing SA Taxi to provide finance to those not traditionally served by more mainstream financing players  Focus on increased efficiency & greater through put at Taximart as a key part of the loss & risk mitigation strategy  Collections methodologies designed specifically for the taxi industry including the ability to repossess efficiently Income PBT Assets 30% 30% 47% Contribution Analysis, 30 September 2011 R 1,092m R 137m R 4,683m Loans and advances (31-Mar-12) PBT development (R’m) R 4,370m 206 103 137 72 75 2009A 2010A 2011A 1H11 1H12
  • 11. 2009 2010 2011 1H11 1H12 Non-performing loans % 22.3% 21.1% 27.5% 24.1% 29.4% Provision % Gross loans and advances 2.2% 2.9% 4.2% 3.8% 4.1% Non-performing loan coverage 10.0% 13.8% 15.2% 16.0% 14.1% Credit loss ratio 2.5% 3.9% 6.0% 5.7% 5.8% Impairment provision % repossessions 17.4% 21.6% 29.7% 22.9% 29.1% Asset-backed lending Asset Quality & Key metrics 11 Loan book – SA Taxi Origination – SA Taxi 2009 2010 2011 1H11 1H12 Value of vehicle loans originated (R’m) 1,102 1,325 1,415 862 784 New/existing client (vehicle loans, value) 76/24 76/24 77/23 78/22 77/23 New (non-repo) vehicle originations (R’m) 1,120 1,182 1,058 665 581 % Premium / Entry Level (new vehicle disbursements, value) 84/16 69/31 79/21 77/23 90/10 Rand Trust 2009 2010 2011 1H11 1H12 Net loan portfolio (R’m) 55 137 135 125 176 Growth n/a 149% (1)% n/a 41% Average debtor days outstanding 45 45 41 51 44 2009 2010 2011 1H11 1H12 Total number of loans (vehicles) 18,222 20,914 21,673 21,896 21,896 Gross loans and advances (R’m) 3,027 3,807 4,045 4,093 4,375 Impairment provision (R’m) (68) (111) (169) (158) (181) Loans and advances (R’m) 2,959 3,696 3,876 3,936 4,194 Growth n/a 25% 5% n/a 7% % Leases / Repossessions (Loans and advances, value) 98/2 96/4 96/4 95/5 95/5 % Premium / Entry Level (gross loans and advances, value) 82/18 77/23 78/22 77/23 80/20 Financial – SA Taxi 2009 2010 2011 1H11 1H12 Net interest margin 13% 11% 12% 12% 12% Cost-to-income 39% 54% 42% 43% 43% Net interest income 351 369 494 249 259 Non-interest revenue 93 142 156 77 89 PBT (R’m) 206 103 137 72 75 Equity plus Group debt less goodwill % Total assets less cash and goodwill 10% 10% 18% 14% 19% Credit performance – SA Taxi
  • 12. 129 195 76 97 8 months to 30 Sep 2010 A 2011A 1H11 1H12 12 Unsecured lending: Bayport  Growing demand for unsecured credit in SA due to economic growth & tightening asset backed credit  Historical payment record allows increased exposure to current customer base driving improved credit quality  Debt consolidation products driving up average loan sizes & term  Opportunity to cross sell through existing product distribution channels i.e. to cellular clients  Well legislated maturing market stimulating growth Business* Growth drivers Bayport  Interest rate levels impact the net interest margin achieved  Contribution of non-interest revenue, such as insurance commissions & fees  Risk adjusted yield is impacted by impairments Profit drivers  Unsecured loans to the emerging middle-income consumer segment  Platform of 57 branches & 33 kiosks in South African post offices  1,953 mobile sales consultants working on commission  Credit approval is relatively fast due to centralised process  Most collections are done through debit orders, supported by 3 call centres  Acquired by Transaction Capital in February 2010, however TC founders involved since 2006  Bayport has an asset backed note program (Bayport Securitisation (RF) Limited), listed on the JSE  SA’s unsecured lending market amounted to R113 billion as at December 2011  Bayport is estimated to have a 3% market share (Q4 2011)(a)  Major competitors are African Bank, Capitec, Old Mutual & the big 4 South African retail banks  Traditional SA retail banks also focus on Bayport’s selected market, but are less specialised Market*  Growth through targeting selected risk segments  Distribution model combining mobile consultants & branch network to access clients & provide a direct personalised service  Credit risk management through in depth understanding of market & risk dynamics  Existing clients are targeted for cross-selling e.g. cellular & insurance products Differentiating factors / core competencies Loans and advances (31-Mar-12) Retail loans 92% Cellular subscription agreements 8% PBT development (R’m) Income PBT Assets Contribution Analysis, 30 September 2011 39% 43% 35% R 1,407m R 195m R 3,523m R 3,274m *Market data based on management estimates (a) Bayport loan book at 31 March 2012
  • 13. 2009 2010 2011 1H11 1H12 Net interest margin n/a 24%* 21% 21% 21% Cost-to-income n/a 56%* 54% 53% 55% Net interest income n/a 270 * 524 233 356 Non-interest revenue n/a 358 * 609 278 337 PBT (R’m) n/a 129* 195 76 97 Equity plus Group debt less goodwill % Total assets less cash and goodwill n/a 25%* 32% 34% 34% Unsecured lending Asset Quality & Key metrics 13 Loan book * Includes financials from 1 February 2010 to 31 September 2010 Note: All numbers for 2010 include period from 1 October 2009 to 31 September 2010 unless otherwise indicated. Unsecured lending, vintage curve 2009 2010 2011 1H11 1H12 Number of loans 136,957 202,943 257,879 229,988 288,021 Gross loans and advances (R’m) n/a 1,977 3,026 2,499 3,836 Growth % n/a n/a 53% n/a 54% Average loan balance n/a 9,739 11,725 10,867 12,935 Average remaining term (months, value) 25 27 25 26 28 % Retail loans / Cellular (loans and advances, value) 92/8 93/7 91/9 92/8 92/8 Number of agents 1,496 1,671 1,575 1,539 1,953 Origination 2009 2010 2011 1H11 1H12 Number of loans originated (units) 98,471 126,763 155,887 76,570 99,196 Disbursements (R’m) 836 1,325 1,850 895 1,356 Growth % n/a 58% 40% n/a 52% Approval rate % 17% 16% 17% 17% 12% Average disbursement 8,488 10,451 11,869 11,687 13,667 Average term (months, value) 35 36 35 34 43 New/existing client (value) 72/28 60/40 52/48 51/49 42/58 Credit performance 2009 2010 2011 1H11 1H12 Non-performing loans % gross loans and advances n/a 22.0%* 24.3% 21.3% 28.2% Provision % Gross loans and advances n/a 11.8%* 12.9% 11.8% 15.2% Provision % Non-performing loans n/a 53.6%* 53.2% 55.6% 53.8% Credit loss ratio n/a 13.2%* 13.0% 14.5% 12.6% Financial
  • 14. Collections principal 38% Revenue agency 44% Other 18% 14 Credit services: MBDCS / PIC Solutions  One of SA’s leading providers of outsourced accounts receivable collections by AUM  Agency books worth R14bn and principal books of R8bn as at 31 March 2012  Collections infrastructure with over 2,159 collections agents in 9 call centres  IT infrastructure provides full contingency, back-up & disaster recovery processes  Customers include blue chip banks, retailers, telecom companies & parastatals  MBD Credit Solutions (Pty) Limited has an SQ2 service rating from Global Credit Ratings  Accounts receivable collections management is a fragmented market in SA  Majority of competitors are smaller than MBDCS  Experience in agency portfolios leveraged to better manage principal portfolios  Agency growth comes through attracting new clients  Portfolio acquisitions drive the principal book  Focus on sectors traditionally not core, in particular public sector & commercial collections Business* Market* Growth drivers PIC Solutions MBDCS  A specialist in the provision of consumer credit risk consultancy and analytics  Long term relationships with many blue-chip banks and retailers  Also a non-exclusive distributor of the FICO (Fair Isaac) software in Africa and the Middle  Rand value collected per individual debtor  Staff productivity & turnover rates determine efficiencies  Economies of scale expected as the book grows  Increase the size of the agency book  Discounts on purchase of acquired portfolios & collection levels drive the returns thereon Profit drivers  Achieved significant scale in a fragmented market with high standard of governance  Specialist proprietary technology-driven collections strategy & infrastructure  Insight gained from managing agency & owned portfolios informs pricing decisions on principal portfolio acquisitions Differentiating factors / core competencies Income PBT EBITDA(a) Contribution Analysis, 30 September 2011 18% 20% 50% R 635m R 91m R109m Non-interest revenue (31-Mar-12) EBITDA development (R’m) R 365m (a) Contribution to Services EBITDA *Market data based on management estimates 113 99 109 50 58 2009A 2010A 2011A 1H11 1H12
  • 15. 2009 2010 2011 1H11 1H12 Number of agency clients 40 47 45 46 49 Number of employees 2,926 2,814 2,518 2,456 2,410 Credit services Key metrics and financial information Operational 2009 2010 2011 1H11 1H12 AUM (R’bn) 20.3 23.5 22.4 22.2 21.8 Agency (R’bn) 13.4 15.4 13.4 13.5 12.0 Principal (R’bn) 6.9 8.1 9.0 8.7 9.8 Cost-to-income 84% 87% 85% 86% 85% Non-interest revenue (R’m) 584 608 632 296 365 PBT (R’m) 92 76 91 40 54 EBITDA 113 99 109 50 58 Financial 2009 2010 2011 1H11 1H12 Purchased book debt (R’m) 249 244 308 274 318 Average fair value of principal portfolio (R’m) 206 248 263 258 310 Principal revenue as % of average fair value of principal portfolio 104% 84% 84% 79% 91% Agency/Principal collections revenue split (%) 57/43 60/40 58/42 60/40 53/47 Performance 15
  • 16. 16 Payment services: Paycorp Paycorp  One of SA’s largest payments businesses independent of a bank group  Owns an independent infrastructure network and transaction switch  Strong market position as a provider of pre-paid debit cards & has an early stage POS terminal business (EFTPOS) ATM Solutions  A leading independent owner, deployer & operator of off-premise ATMs in Africa  ATM Solutions currently owns and operates 4,178 ATMs, which it estimates to comprise 24% of all off-bank premise ATMs and 17% of all South African ATMs  ATM’s located typically in underserved areas, viewed by banks as unattractive due to lower transaction volumes  ATM Solution’s low cost efficiencies make outsourcing attractive to banks  Partnerships with eight Southern African banks Early stage business  DrawCard: Visa-certified provider of stored value prepaid card solutions  Increasing demand for ATM access in underserved areas  Increase in retail penetration results in growing number of POS transactions  Banks continue to outsource ATM services, esp. off-site  DrawCard and EFTPOS are coming off a low base in high demand markets Business* Growth drivers Paycorp  Transaction volumes and associated fees  Reduction in ATM bombings  Investment in early stage businesses provides growth opportunities Profit drivers  c. 26,728 ATMs in SA, c. 8,000 located in bank branches & remainder situated offsite  POS terminals are ubiquitous throughout the retail industry Market*  Low cost operator of ATMs facilitating the provision of services to lower volume, under-served areas  Understanding of the entire payments cycle, through “ecosystem” of payments businesses  Largest 3rd party independent financial switch with robust back office systems  DrawCard leverages off ATM Solutions’ expertise and technology in card issuance Differentiating factors/ core competencies Income PBT EBITDA(a) Contribution Analysis, 30 September 2011 12% 11% 50% R 437m R 50m R108m EBITDA development (R’m) (a) Contribution to Services EBITDA *Market data based on management estimates 99 109 108 54 69 2009A 2010A 2011A 1H11 1H12
  • 17. 2009 2010 2011 1H11 1H12 Number of active ATMs 3,812 4,024 4,072 3,957 4,178 Payment services Key metrics and financial information Operational 2009 2010 2011 1H11 1H12 Cost-to-income 85% 86% 88% 88% 83% Non-interest revenue 365 404 428 216 230 PBT (R’m) 54 55 50 26 37 EBITDA (R’m) 99 109 108 54 69 Financial 2009 2010 2011 1H11 1H12 ATM disbursements (R’bn) 19.2 22.6 25.1 12.6 14.1 ATM revenue (R’m) 299 351 384 193 214 Disbursements per active ATM (R’m) 5.0 5.6 6.2 3.2 3.4 Value of Drawcard transactions (R’m) 519 740 945 515 487 Performance 17
  • 18. A proven wholesale funding model  No exposure to short-term debt instruments  “Positive liquidity mismatch”: asset shorter than debt durations.  Direct relationships allow debt investors a deep understanding of the Group  Successfully raised debt through the volatile capital market cycles of 2008 and 2009  R16bn raised from 2006 to March 2012 18 Access to capital Capital structure  Equity allocated per asset class according to capital market appetite, credit rating and risk based business requirement  Ring-fenced funding structures allow investor diversification, no co-mingling of risk, and leveraging capital optimally Available debt facilities and cash (31-Mar-12) R 2,617m Asset-backed lending 51% Unsecured lending 28% Credit Services 12% Payment Services 6% Group Executive Office 3% Capital structure (R’m) Year end 30 September Six months ended 31 March Futuregrowth investment (24 April 2012) Post Futuregrowth investment (24 April 2012)2009 2010 2011 2011 2012 Non-subordinated debt capital 3 062 5 263 5 868 5 804 6 703 (28) 6 675 Subordinated debt capital 431 1 151 1 602 1 339 1 648 (190) 1 458 Interest bearing liabilities 3 492 6 414 7 469 7 143 8 351 (218) 8 133 Equity 1 028 1 378 1 709 1 502 2 106 201 2 307 Equity and Subordinated debt capital 1 459 2 529 3 311 2 841 3 754 11 3 765 Equity % 70% 54% 52% 53% 56% 61% Subordinated debt capital % 30% 46% 48% 47% 44% 39% Total assets 4 951 8 653 10 056 9 508 11 550 (17) 11 533 Less: Goodwill (515) (932) (930) (932) (930) (930) Less: Cash and cash equivalents (369) (575) (696) (589) (1 090) (1 090) Total assets less Goodwill and cash and cash equivalents 4 067 7 146 8 430 7 987 9 530 (17) 9 513 Equity and Subordinated debt capital less Goodwill 944 1 597 2 381 1 909 2 824 11 2 835 Equity and Subordinated debt capital less Goodwill % Total assets less Goodwill and cash and cash equivalents 23% 22% 28% 24% 30% 30% Interest bearing liabilities % Total assets 71% 74% 74% 75% 72% 71%
  • 19. 0 500 1,000 1,500 2,000 2,500 3,000 3,500 2009 2010 2011 1H11 1H12 (R'm) Asset backed lending Unsecured lending Credit Services Payment Services Group Executive Office Diversified funding base 19 Committed funds as at 31 March 2012 Credit rating StructureFunder Debt issued by division 2,178 Aa2.za Moody's, 28% A (RSA) GCR, 29 % Ba1.za Moody's, 2% Not rated, 42 % Specialised asset managers and debt funds, 25% JSE listed, 29% Life insurance companies, 2 3% Banks, 10% Development finance institutions, 9% Traditional asset managers, 5 % Rated unlisted securitisation , 31% Rated listed securitisation , 32% Syndicated loans, 20% Structured finance, 17% 2,900 1,655 2,740 1,894
  • 20. Pre-IPO transactions Ethos Pre-IPO investment Futuregrowth Sanlam Convertible Pre-IPO cash investment Convertible bond converted pre-IPO Date of investment 30-Mar-12 30-Mar-12 24-Apr-12* Expected at IPO Size R100 million R143 million R197 million R35 million Terms – Subscribed for R12,048,092 shares at a maximum price of R8.30 per share and a minimum price of R7.90 per share – If IPO price is less or equal to R8.30, the subscription price is R7.90 – If the IPO price is between R8.30 and R8.70, the subscription price is at a R0.40 discount to the IPO price – If the IPO price is greater than R8.70, the subscription price is R8.30 – Subscribed for 18,072,189 shares at R7.90 – Subscribed for 24,871,337 shares at R7.93 – Convertible bond had the right to convert at 10% discount to IPO price – Convertible maturity in July 2016 – Option to convert in equity at IPO at 10% discount to IPO price – Futuregrowth had an option to convert debt to equity during the period from IPO date to 120 days thereafter at a 10% discount to listing price. In order to achieve certainly at the time of IPO, TC incentivized Futuregrowth to invest new capital of R143m and allowed them to convert a R197m convertible bond at an average price of R7.93 per share Holding pre-IPO 9.9% 8.1% 0.0% Holding post-IPO 9.0% 7.3% 0.8% Lock-up 180 days Non-binding written indication to TC that Futuregrowth intends to hold the shares for an extended period and that the shares have been placed into funds which can hold equity securities and Futuregrowth is therefore under no obligation to reduce its shareholding 60 days post conversion * Convertible loan originally entered into on August 2011 and converted into equity on April 2012 20
  • 21. Delivering strong financial performance with a growth track record 21 Year ended 30 September Six month ended 31 March (R’m unless specified otherwise) 2009 2010 % movement 2011 % movement 1H11 1H12 % movement Performance Interest and other similar income 739 1,217 65% 1,785 47% 835 1,034 24% Non-interest revenue 1,116 1,554 39% 1,821 17% 883 1,021 16% Total income 1,855 2,771 49% 3,606 30% 1,718 2,055 20% Profit before tax 364 324 (11)% 454 40% 179 240 35% Headline earnings 237 212 (10)% 297 40% 123 171 39% Headline earnings from continuing operations 238 214 (10)% 322 51% 123 171 39% Net interest margin 12% 13% 9% 14% 14% 14% 15% 8% Cost-to-income ratio % 71% 72% 2% 64% (11)% 66% 64% (3)% ROA % 5.3% 3.2% (39)% 3.6% 13% 2.9% 3.5% 20% ROTA % 5.8% 3.6% (38)% 4.0% 12% 3.2% 3.8% 19% ROE % 25.3% 15.5% (39)% 21.9% 42% 17.9% 19.7% 10% ROTE % 52.5% 38.2% (27)% 64.4% 68% 58.8% 44.4% (24)%
  • 22. Delivering strong financial performance with a growth track record (continued) 22 Year ended 30 September Six month ended 31 March (R’m unless specified otherwise) 2009 2010 % movement 2011 % movement 1H11 1H12 % movement Status Total assets 4,951 8,653 75% 10,056 16% 9,508 11,550 21% Loans and advances 3,154 5,716 81% 6,720 18% 6,396 7,717 21% Cash and cash equivalents 369 575 56% 696 21% 589 1,090 85% Interest bearing liabilities 3,492 6,414 84% 7,469 16% 7,143 8,351 17% - Subordinated debt capital 431 1,151 167% 1,602 39% 1,339 1,648 23% Total equity 1,028 1,378 34% 1,709 24% 1,502 2,106 40% Capital adequacy ratio % 23% 22% (4)% 28% 26% 24% 30% 24% Share data HEPS (cents) 56.2 47.6 (15)% 64.2 35% 26.8 36.2 35% HEPS from continuing operations (cents) 56.6 47.9 (15)% 69.6 45% 26.8 36.2 35% TNAV (cents)(1) 107.3 79.6 (26)% 141.7 78% 103.5 213.0 106% NAV per share (cents)(1) 232.1 293.2 26% 347.4 18% 314.0 405.6 29% Number of shares (000)(1) 420,876 455,085 8% 471,176 4% 462,812 502,833 9% Weighted average number of shares (000) 420,982 445,427 6% 462,492 4% 460,706 473,432 3% (1) Post the Futuregrowth investment at 24 April 2012: Number of shares (‘000): 530,605 TNAV per share (cents): 243.0 NAV per share (cents): 425.4
  • 23. Entrepreneurial roots Proven entrepreneurial record Mark Lamberti, Chief Executive Officer  30 years experience as an executive or non-executive director on the boards of various public companies  Served 19 years as the architect and CEO of Massmart Holdings Limited & remains non-executive Chairman of the Board  Mark’s achievements have been widely acknowledged throughout his career, most notably as the 2001 winner of the Ernst & Young South Africa’s Best Entrepreneur Award and the 2004 winner of the Italian South African Businessman of the Year Award  B Com (Unisa), MBA (Wits), PPL (Harvard) 23 Steven Kark, CEO Paycorp  In 1999 he co-founded the ATM Solutions Group (now Paycorp Holdings), winning the KPMG Unlisted Company of the Year Award in 2003  Merged the ATM Solutions Group (now Paycorp Holdings) with the Jawno, Mendelowitz, Rossi portfolio to form Transaction Capital in 2006  Recipient of the Investec Jewish Entrepreneur of the Year Award in 2001, Steven is the chairman of the Association of System Operators (ASO), a member of the Young Presidents Organisation (YPO) and a founder board member of the ATM Industry Association (ATMIA) Africa  B Com (Wits), PG Dip Bus Admin (Thames, London) Jonathan Jawno, Deputy Chief Executive Officer  Co-founded financial services entity Stratvest in 1995 with Michael Mendelowitz  Executive at African Bank Investments Limited (ABIL) since 1997, when ABIL acquired 50% of Stratvest  From 2002 onwards, together with Rossi & Mendelowitz acquired and grew the group of companies that merged with the ATM Solutions Group (now Paycorp Holdings) to form Transaction Capital in 2006  B Com (UCT), G Dip Acc (UCT), CA (SA) Michael Mendelowitz, Chief Investment Officer  Co-founded financial services entity Stratvest in 1995 with Jonathan Jawno. Proven track record of identifying niche owner-managed companies within the financial services sector  From 2002 onwards, together with Rossi and Jawno acquired and grew the group of companies that merged with the ATM Solutions Group (now Paycorp Holdings) to form Transaction Capital in 2006  Joint-Chief Executive Officer of Nisela from 1997 to 2002  B Com (UCT), G Dip Acc (UCT), CA(SA) Robert Rossi, Executive Director  Founded Miners Credit Guarantee (MCG) in 1991 to provide credit card type facilities to mine workers. In 1999 Theta Investments acquired a 50% stake in MCG  Rob assumed executive roles at MCG and Theta and was subsequently responsible for the establishment, acquisition, growth and operations of several of the businesses owned by ABIL (during 2003 MCG was integrated into ABIL and Rob sold his remaining shares to ABIL)  Together with Jawno and Mendelowitz, acquired the group of companies that merged with the ATM Solutions Group (now Paycorp Holdings) to form Transaction Capital in 2006  BSc Mech. Eng (Wits), G.D.E. Ind Eng (Wits), B Proc (Unisa)
  • 24. Emphasis on and investment in leadership development  Objective psychographic assessments  360 degree feedback  Feedback from direct reports  Rated on performance and potential  Alignment & succession achieved through proprietary process  Active redeployment for quality and development (Since 2008 5 CEOs replaced within the operations and 46 of top 70 in different positions) Qualified Executive Leadership Depth of education, expertise & experience 24 “Top 50”  Top 50 is 74  Mainly Group Executive Committee members & their direct reports  Number of degrees 148 (31 CA’s)  Average age 42 Compensation  Average fixed compensation R1.6m  Variable compensation on earnings growth & specific qualitative factors  Share purchase scheme: valuation based on weighted basket of listed peers; vesting in 2 through 5 years from issuance date; 3.2% of TC Group owned through scheme Recruited, developed and retained a highly qualified management team Jonathan Jawno, Deputy CEO  (45) Co-founder of Transaction Capital  B Com (UCT), CA (SA) David Hurwitz, CFO  (40) Joined TC in 2005  B Com (Wits), H Dip Tax (Wits); CA (SA) Michael Mendelowitz, CIO  (46) Co-founder of Transaction Capital  B Com (UCT), CA (SA) Charl van der Walt, CEO MBD CS  (46) Joined MDB on its inception in 2000  B Acc (Hon) (Potchefstroom), CA (SA) Steven Kark, CEO Paycorp  (38) Co-founded Kanderlane (now Paycorp) & later Transaction Capital  B Com (Wits), PDBA (Thames) Stuart Stone, CEO Bayport  (42) Co-Founded Bayport in 2004  B Com (UCT), Post-Grad Dip Acc; CA (SA) Terry Kier, CEO SA Taxi  (45) Joined TC in 2007  Appointed CEO SA Taxi in 2010  BA (Hons), PDM (Wits) Mark Lamberti, CEO  (61) Appointed CEO & invested in TC in 2008  B Com (Unisa), MBA (Wits); PPL (Harvard)
  • 25. Experienced Independent Directors A sound governance & compliance framework Accounting and Tax Risk IT Risk Credit Risk Operational Risk Compliance Risk Insurance and Assurance Risk People Risk Transformation Risk Members Risks Board Committees Audit Committee Asset & Liability Committee Risk & Compliance Committee Nominations & Remuneration Committee Risks  Reputational Risk  Sustainability Risk Funding and Capital Risk 25 2 2 3 # of Independent directors 2 Reputation Risk Stakeholder Relations Risk Social & Ethics Committee 2 Strategic Risk New Business Risk Acquisition Risk Executive Committee n/a Key: Independent Non-Executive Director Non-Executive Director Mark Lamberti (Chair) Jonathan Jawno David Hurwitz Michael Mendelowitz Steven Kark Terry Kier Stuart Stone Charl van der Walt Invitees: Mark Herskovits Jonathan Jawno (Chair) Christopher Seabrooke David Woollam Mark Lamberti Tim Jacobs Stephen Williamson David Hurwitz Mark Herskovits Invitees: Matthew Symanowitz Brenda Madumise (Chair) Phumzile Langeni Mark Lamberti Laura Acres Dumisani Tabata (Chair) Phumzile Langeni Christopher Seabrooke Shaun Zagnoev Invitees: Mark Lamberti Michael Mendelowitz Jonathan Jawno Laura Acres David Woollam (Chair) Phumzile Langeni Shaun Zagnoev Invitees: Christopher Seabrooke Mark Lamberti Jonathan Jawno David Hurwitz Tiaan de Jager Zelda van Heerden David Woollam (Chair) Christopher Seabrooke Mark Lamberti Jonathan Jawno David Hurwitz Tiaan de Jager Timothy Jacobs Dawid Spangenberg Stephen Williamson Ian Wood Roberto Rossi Charl van der Walt Zelda van Heerden Invitees: Matthew Symanowitz
  • 26. Agenda Description Page 1. Transaction Capital overview 5 2. Investor value proposition 8 3. Conclusion 27
  • 27. … under the guidance of experienced management operating within a robust governance framework. … delivering strong financial performance … … sustained by an established and diversified funding position … … with a focus on asset quality and risk management … … from a portfolio of specialised financial services businesses … The Transaction Capital investor value proposition A supportive macro economic backdrop for growth and returns … 27 1 2 3 4 5 6
  • 30. Delivering strong financial performance with a growth track record 30 (a) Includes financials for Unsecured lending from 1 February 2010 to 31 September 2010 (R’m) 30 Sep 2009 Growth % 30 Sep 2010(a) Growth % 30 Sep 2011 1H11 1H12 Growth % Statement of comprehensive income Interest and other similar income 739 65% 1,217 47% 1,785 835 1,034 24% Interest and other similar expense (403) 51% (608) 31% (798) (375) (443) 18% Net interest income 336 81% 608 62% 987 459 591 29% Impairment of loans and advances (66) 323% (278) 104% (566) (278) (337) 21% Risk adjusted net interest revenue 270 22% 330 27% 421 181 254 40% Non-interest revenue 1,116 39% 1,554 17% 1,821 883 1,021 16% Direct and indirect costs (1,027) 51% (1,555) 15% (1,788) (885) (1,035) 17% Income from associates 6 (190)% (5) (100)% - - - n/a Profit before tax 364 (11)% 324 40% 454 179 240 35% Income tax expense (106) (10)% (95) 14% (108) (45) (56) 24% Profit from continuing operations 258 (12)% 229 51% 346 134 184 38% Loss from discontinued operation (2) 160% (4) 1648% (70) - - n/a Profit for the year 257 (13)% 225 23% 276 134 184 38% Non-controlling interests 21 14% 24 8% 26 10 13 33% Profit attributable to ordinary equity holders of the parent 236 (15)% 201 25% 250 124 171 39% Statement of financial position Assets Loans and advances 3,154 81% 5,716 18% 6,720 6,396 7,717 21% Purchased book debts 249 (2)% 244 26% 308 274 318 16% Property and equipment 261 11% 290 (4)% 279 282 292 4% Inventories 48 336% 209 (25)% 156 235 171 (27)% Goodwill and intangibles 525 85% 972 (0)% 970 974 968 (1)% Other assets and receivables 7,143 71% 12,201 33% 1,623 1,346 2,084 55% Total assets 4,951 75% 8,653 16% 10,056 9,508 11,550 21% Liabilities Interest bearing liabilities 3,492 84% 6,414 16% 7,469 7,143 8,351 17% - Senior 3,061 72% 5,263 11% 5,867 5,804 6,703 17% - Subordinated and other 431 167% 1,151 39% 1,602 1,339 1,645 16% Other liabilities and payables 431 99% 860 2% 878 862 1,093 27% Total liabilities 3,923 85% 7,274 15% 8,347 8,006 9,444 18% Equity 1,028 34% 1,378 24% 1,709 1,502 2,106 40%

Editor's Notes

  1. Overview:SA Taxi is a specialised lender to minibus taxi operators with an estimated 38% market share of financed vehiclesFounded in 1998. Average industry expertise per executive committee member is 13 yearsAugments traditional credit scoring approaches, with taxi route profitability analysisMitigates risk by monitoring vehicle usage, collateral value, and by managing repossessions, repairs & resale.Entrenched relationships with taxi operators / associations and motor dealershipsTotal loan book of R3.8bn as at 30 June 2011SA Taxi Securatisation (Pty) Limited has a credit rating of AA.za with a stable outlook rated by Moody's Investor ServicesB-BBEE rating level 5MarketThe minibus taxi industry accounts for c. 79% of all public transport in South AfricaDemand continues to exceed supply of public transport servicesc. 19m people use minibus taxis to commute to places of work or education daily> 2m commuters use minibus taxis at least 10 times a weekcurrent national fleet of over 200,000 vehicles, of which c. 65,000 are financedRegulatory framework drives vehicle churn with legislated 7-yr license limit for each vehicleNo other financing institution is focused solely on the minibus taxi market Growth Drivers:Urbanisation as a driver of commuter demandInadequate public transport facilities particularly in historic black areasRegulation: Government is attempting to encourage the replacement of 145,000 vehicles (only 14% thereof achieved to date) through a Taxi Recapitalisation Program; National Credit ActAvailability of quality primary vehicles (Toyota) and establishment of quality secondary vehicles (Chinese)Access to fundingProfit Drivers:Debtors book performanceOptimising secondary marketRand TrustRand Trust provides working capital finance for SMEs through invoice discounting and commercial debtors managementFounded in 1958. Average industry expertise per executive committee member is 6 yearsProprietary credit assessment and administration of SME clients’ books has mitigated risk & resulted in negligible bad debts historyGrowth driven by tightening of banks credit to SMEs and increasing outsourcing of invoicing and debtors management by SMEsDiscounted invoices of R132m, Assets under management of R246m
  2. Overview:Bayport is a provider of unsecured loans to the emerging middle-income consumer segment, which has historically had a low penetration by traditional banksTC recently acquired 83% from a consortium of shareholders including Mendelowitz, Jawno & RossiAverage industry expertise per executive committee member is 11 years Distribution channels comprise 53 branches (plus 33 kiosks in South African post offices) and 1500 mobile sales consultants allowing direct client contact Approval process aiming to give customers to access credit rapidlyCollections primarily through debit order (95.7%)Customer base provides opportunity for cross-selling (e.g. cellular, credit life products)Portfolio of 246,000 loans with a gross value of R2,850m at July 2011Bayport Securitisation (Pty) Limited has a credit rating of A(RSA) with a stable outlook rated by Global Credit RatingsB-BBEE rating level 5MarketLarge unsecured lending market in SA: R81bn as of Q1 2011, with 6.0m outstanding loans Major competitors include African Bank, Capitec and Old Mutual FinanceTraditional SA retail banks (including Standard, ABSA, Nedbank and FNB) also attempt to penetrate the sector Most small specialist unsecured lenders lack scale and/or focus Growth Drivers:Growing demand for credit as demographics shift from lower to higher LSMs & as consumers become credit worthyImprovement in credit quality of existing debtors with opportunity to increase loan exposureConsolidation of clients’ existing debtPayments and cellular technologySize of debtors bookAccess to fundingProfit Drivers:Credit assessmentPerformance of debtors book (bad debts and arrears)Interest rates (regulated)Term and limit strategy
  3. Overview:MBDCS is South Africa’s largest service provider in the receivables management business operating on an agency and principal basisFounded in 1997. Average industry expertise per executive committee member is 16 yearsSophisticated collections capability using proprietary technology & infrastructure and over 2000 collections agents located in 8 call centres throughout South Africa & 1 small call centre in Botswana; quality consumer database; full contingency, back-up and disaster recovery processes; proven superior performance on competitive debt collection panelsCustomer profile: blue chip banks, retailers, telecom companies, parastatals Agency books R10bn, principle books R10bn capitalising on MBDCS’s knowledge of the debtorsMBD Credit Solutions (Pty) Limited has a services quality rating SQ2+ with a stable outlook rated by Global Credit Ratings B-BBEE rating level 3MarketHighly fragmented marketOther, smaller, players in the market include:Real People, Nimble (which have call centres in most of the main regions) andARA, RL Daly, Blakes and VVM (three of which are centralised)Growth Drivers:Insight gained from managing agency portfolios helps to inform principal portfolio acquisition decisionsPortfolio acquisitionClient acquisitionProfit Drivers:Rand value collected per individual debtorStaff productivity and turnoverScaleIncrease of volumes on commission mandatesPrice paid for acquired portfoliosPIC Solutions:Founded 1999. Average industry expertise per executive committee member is 16 yearsSpecialised credit risk consultancy and credit software reseller (FICO) in South Africa and the Middle East to major national retailers, banks & other credit providers.Commensurate accreditation (Microsoft Partner - Gold Status, ITS Key Partner of the Year from Woolworths Financial Services) & awards (KPMG Top Ten Non-listed Company finalist, twice)
  4. Overview:PaycorpSouthern Africa’s largest independent payments group, reliant on an owned network & transaction switch, to support: a regional ATM footprint; a leading provider of pre-paid debit cards; & an early stage POS terminal business.Deploys devices across market segments, including both the formal (blue chip) & informal (rural, peri-urban & township), the latter in support of Government’s (i.e. National Treasury & SARB) financial inclusion imperatives Processes transactions totalling approximately R60bn per yearFounded in 1999. Average industry expertise per executive committee member is 13 yearsATM SolutionsLeading independent owner, deployer and operator of off-premise ATMs in Africa (c. 21.5% off-site ATM market share)Owns one of the largest 3rd party independent transaction switches in South AfricaControls a difficult to replicate footprint of 4000 ATM sites conveniently located in areas typically underserved by the retail banksPartnership contracts with 3 of the 4 largest banks in SAHigh operating efficiencies enable profitable penetration of lower volume locations (i.e. stand alone; retailers; convenience outlets)B-BBEE rating level 5Early stage businesses DrawCard: Visa-certified independent provider of stored value prepaid card solutions. EFTPOS: Deployer of debit and credit card terminalsMarketApproximately 26,424 bank operated branch and off site ATMs (c50% are off-site ATMs) All non bank operators other than ATM Solutions have < 1,500 ATMsThe current regulatory review of the market could result in improved feesPOS terminals are ubiquitous throughout retail Growth Drivers:Previously underserved areas and clientsOutsourcing of ATM services, deemed non-core by banksIncrease in banking penetration with more & larger cash withdrawals through ATMsIncreased recycling: ATM landlords depositing their retail takings in ATMs thereby increasing uptime & reducing cash handling costsRetail development in underserved areas increases need for ATMs Profit Drivers:Transaction volumes and feesNetwork & operational efficiencyEconomies of scale