RESULTS OF ZAR750 MILLION RIGHTS OFFER

EPE CAPITAL PARTNERS LTD ("ETHOS CAPITAL" OR "THE COMPANY")

10 FEB 2020

EPE CAPITAL PARTNERS LTD

(Incorporated in the Republic of Mauritius)

(Registration number: C138883 C1/GBL)

ISIN: MU0522S00005

Share Code: EPE

(“Ethos Capital” or “the Company”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN AND ANY OTHER TERRITORY WHERE THE EXTENSION OR MAKING OF THE RIGHTS OFFER WOULD BE UNLAWFUL OR IN CONTRAVENTION OF CERTAIN LAWS OR REGULATIONS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

1.   Introduction

Ethos Capital shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) of the JSE Limited on Thursday, 16 January 2020, setting out the final terms of Ethos Capital’s renounceable rights offer (“Ethos Capital Rights Offer”) of 100 000 000 Ethos Capital A ordinary shares (“Rights Offer Shares”) at a price of ZAR7.50 per Rights Offer Share (“Rights Offer Price”).

As detailed below, Ethos Capital successfully raised ZAR750 million in terms of (i) the Rights Offer Shares taken up by Ethos Capital shareholders (or their renouncees) that followed their rights and subscribed for Rights Offer Shares; (ii) the Rights Offer Shares allocated to Ethos Capital shareholders pursuant to excess applications (which have been allocated in full); and (iii) the remaining Rights Offer Shares that have been allocated to the investors and shareholders that have underwritten the Ethos Capital Rights Offer.

2. Results of the Ethos Capital Rights Offer

The Ethos Capital Rights Offer closed at 12:00 (SAST) on Friday, 7 February 2020. The results are set out below:


Number of Rights Offer SharesPercentage of Rights Offer Shares
Rights Offer Shares available for subscription100 000 000100.00%
Aggregate Subscriptions for Rights Offer Shares46 379 49346.38%
Applications for excess Rights Offer Shares (which have been allocated in full)20 0660.02%
Underwritten Rights Offer Shares Allocated53 600 44153.60%


3.   Issue of Rights Offer Shares

The custody accounts with Central Securities Depositary Participants (“CSDPs”) or brokers of Ethos Capital shareholders who have followed their rights, (or their renouncees or purchasers of their letters of allocation) will be credited with their Rights Offer Shares and debited with the relevant subscription price, today, Monday, 10 February 2020.


4.   Excess applications

Ethos Capital received 20 066 excess applications which have been allocated in full as outlined below.

The custody accounts with CSDPs or brokers of Ethos Capital shareholders who made excess applications for Rights Offer Shares are expected to be credited with the Rights Offer Shares and debited with the relevant subscription price on Wednesday, 12 February 2020. Consequently, such Ethos Capital shareholders should ensure that their custody accounts with their CSDPs or brokers are funded accordingly and timeously in order to be issued with their additional Rights Offer Shares pursuant to their excess applications.

Ebène, Mauritius (with simultaneous circulation in Johannesburg)

DATE:

10-02-2020

SPONSOR:

Rand Merchant Bank (A division of FirstRand Bank Limited)

The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, its territories or possessions, Canada, Australia, Japan, Hong Kong or any other jurisdiction in which the distribution or release would be unlawful. These materials are not and do not contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for securities in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or any other state or jurisdiction in which such release, publication or distribution would be unlawful. The securities to which these materials relate (the “Securities”) have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. There will be no public offer of the Securities in the United States. Subject to certain exceptions, the Securities may not be offered or sold in Australia, Canada, Japan, Hong Kong or any other jurisdiction in which it would be unlawful to do so or to, or for the account or benefit of, any national, resident or citizen of such countries.

This announcement is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iv) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The Ethos Capital Rights Offer shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Ethos Capital Rights Offer shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

In any member state of the European Economic Area (other than the United Kingdom) that has implemented Regulation (EU) 2017/1129 (the “Prospectus Regulation”), this announcement is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Regulation.