DECLARATION ANNOUNCEMENT AND TERMS OF THE FULLY COMMITTED AND UNDERWRITTEN ETHOS CAPITAL RENOUNCEABLE RIGHTS OFFER

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 JURISDICATION.

1. Introduction

Shareholders are referred to the announcements released on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on Wednesday 27 November 2019 wherein Ethos Capital announced its intention to undertake a renounceable rights offer of up to ZAR750 million (“Ethos Capital Rights Offer”). Shareholders are further referred to the Brait SE (“Brait”) SENS announcement released on the same day setting out details of, inter alia, a proposed equity capital raise by Brait (“Brait Equity Raise”) and to the announcement released by Brait on SENS today, Tuesday 14 January 2020, advising that Brait shareholders had approved all of the resolutions required for the implementation of the Brait Equity Raise at a general meeting of Brait shareholders. The passing of these resolutions was a condition precedent to the Ethos Capital Rights Offer. Accordingly, the board of directors of Ethos Capital (“Board”) have approved Ethos Capital’s participation in the Brait Equity Raise as set out in the announcement of Wednesday, 27 November 2019.

2. Rationale for the Ethos Capital Rights Offer

The Board believes that participating in the Brait Equity Raise presents a unique investment opportunity for Ethos Capital, alongside Ethos Fund VII (collectively “Ethos”), which is in line with Ethos Capital’s investment strategy.

Brait has a portfolio of high-quality assets and the Brait board has resolved to revise its strategy from that of an investment holding company to focusing on maximising value through the realisation of its existing assets over the next five years and returning capital to Brait shareholders. The Brait Equity Raise will provide Brait with sufficient funding headroom to implement the new strategy and provides Brait with sufficient flexibility to manage its portfolio of investments and to execute on the new strategy in an optimal manner. Ethos Private Equity will assume the role as the advisor to the Brait Board on the overall portfolio value optimisation and maximisation strategy pursuant to an advisory agreement with Brait.

Participating in the Brait Equity Raise will provide Ethos Capital shareholders with access to a high-quality asset base that complements the Company’s existing investments, adding sector and geographic diversification. The potential unlock of value through the Brait value realisation strategy could provide strong capital flows to Ethos Capital over the medium term, which will have a positive impact on returns and liquidity.

In order for Ethos Capital to fully fund its portion of the commitments in terms of Ethos’ ZAR1,350 million investment in Brait, the Company proposes to raise up to ZAR750 million, through the Ethos Capital Rights Offer.

3. Salient terms of the Ethos Capital Rights Offer

Ethos Capital proposes to raise up to ZAR750 million through an 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”) in the ratio of 58.47953 Rights Offer Shares for every 100 existing Ethos Capital A ordinary shares held on the record date for the Ethos Capital Rights Offer, being Friday, 24 January 2020. The Rights Offer Price represents a 0.4% discount to the 10 day volume weighted average price of Ethos Capital’s A ordinary shares as at Monday, 13 January 2020.

Application will be made to the JSE for the listing on the securities exchange operated by the JSE of:

• the letters of allocation in respect of the Ethos Capital Rights Offer which will be listed on the JSE from the commencement of business on Wednesday, 22 January 2020 until the close of business on Tuesday, 4 February 2020, both days inclusive, under the JSE code EPEN and ISIN MU0522H00016; and
• the Rights Offer Shares which will be listed with effect from the commencement of business on Wednesday, 5 February 2020.

The Rights Offer Shares will, upon issue and allotment, rank pari passu with all other A ordinary shares in Ethos Capital.

Ethos Capital shareholders will be entitled to apply for additional Rights Offer Shares over and above their entitlement.

4. Commitments and underwriting

The Ethos Capital Rights Offer is fully committed and underwritten. Ethos Capital has obtained irrevocable subscription commitments from certain shareholders representing c. 44% of the issued A ordinary shares, in terms of which each such shareholder has irrevocably undertaken to follow all or a portion of the rights allocated to them in the Ethos Capital Rights Offer and to subscribe and make payment of the aggregate price for the resultant number of Rights Offer Shares issued to them in the Ethos Capital Rights Offer in accordance with the terms of the Ethos Capital Rights Offer circular as follows:

• Kagiso Asset Management in respect of all of the A ordinary shares held by it at the relevant time, being 15 700 000 A ordinary shares;
• The family trusts of Derek Prout-Jones and Michael Pfaff, which they manage and invest through 4 Decades Capital, to follow rights up to a fixed rand value of R20 million;
• Abax Investments in respect of all of the A ordinary shares held by it at the relevant time, being 17 090 118 A ordinary shares;
• ClucasGray in respect of 4 000 000 A ordinary shares held by it;
• Coronation Asset Management in respect of all of the A ordinary shares held by it at the relevant time, being 10 185 994 A ordinary shares;
• Ethos Private Equity in respect of all of A ordinary shares held by it at the relevant time, being 5 250 000 A ordinary shares;
• Jean-Pierre van Onselen in respect of all the A ordinary shares held by him at the relevant time, being 200 000 A ordinary shares;
• Mergence Group in respect of all of the A ordinary shares held by it at the relevant time, being 13 967 102 A ordinary shares;
• Peter Hayward-Butt, in respect of all of the A ordinary shares held by him at the relevant time, being 914 000 A ordinary shares; and
• Yvonne Stillhart, in respect of all of the A ordinary shares held by her at the relevant time, being 610 000 A ordinary shares.

The value of such irrevocable subscription commitments represent c. R330 million.

In addition, the following shareholders and investors have irrevocably undertaken to underwrite a portion of the Ethos Capital Rights Offer for approximately ZAR420 million in aggregate, as set out below:

Entitlement

The allocation of Rights Offer Shares will be such that shareholders will not be allocated a fraction of a Rights Offer Share, and any entitlement to receive a fraction of a Rights Offer Share will be:

• rounded down to the nearest whole number if less than half a Rights Offer Share; and
• rounded up to the nearest whole number if more than or equal to half of a Rights Offer Share.

5. Conditions precedent

The implementation of the Ethos Capital Rights Offer is subject to the JSE granting a listing of the letters of allocation and the Rights Offer Shares on the securities exchange operated by the JSE in respect of the Ethos Capital Rights Offer.

Additionally, the Board reserves the right, in its discretion, to decide not to proceed with the Ethos Capital Rights Offer until 11:00 on the last day to trade in the A ordinary shares in Ethos Capital in order to participate in the Ethos Capital Rights Offer, being Tuesday, 21 January 2020, on the basis that the finalisation announcement in respect of the Brait Rights Offer has not been issued by Brait by such time or if Brait has announced that it is no longer proceeding with the Brait Rights Offer and/or the Brait Equity Raise. This discretion will include, but not be limited to, the right to amend the timetable for the Ethos Capital Rights Offer.

6. Foreign shareholders

Foreign shareholders may be affected by the Ethos Capital Rights Offer, having regard to prevailing laws in their relevant jurisdictions. Such foreign shareholders should inform themselves with regard to and observe any applicable legal requirements of such jurisdiction in relation to all aspects of this announcement that may affect them, including the Ethos Capital Rights Offer. It is the responsibility of each foreign shareholder to satisfy himself/herself as to the full observation of the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the Ethos Capital Rights Offer, including obtaining any governmental, exchange or other consents or the making of any filing which may be required, the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes or other requisite payments due in such jurisdictions. Further, to the fullest extent permitted by applicable laws, Ethos Capital disclaims any and all responsibility or liability for the violation of such requirements by any persons in any jurisdiction.

The Ethos Capital Rights Offer is governed by the laws of South Africa and is subject to applicable laws and regulations, including exchange control regulations. Nothing in this declaration announcement or the Ethos Capital Rights Offer circular referred to herein constitutes an offer to sell the letters of allocation or the Rights Offer Shares to any person in any jurisdiction where it is unlawful to do so, or a solicitation of an offer to buy the letters of allocation or the Rights Offer Shares from a person in a jurisdiction in which it is unlawful to make such solicitation.

7. Salient dates and times

Shareholders are advised that the dates and times in respect of the Ethos Capital Rights Offer may change and any changes to the dates and times will be announced on SENS.

8. Ethos Capital Rights Offer circular

Further details of the Ethos Capital Rights Offer will be disclosed in the Ethos Capital Rights Offer circular, which circular will be available on the Company’s website, https://ethoscapital.mu/, from 12:00 on Tuesday, 21 January 2020, and will be posted to qualifying shareholders on Thursday, 23 January 2020 (to the extent applicable).