EPE CAPITAL PARTNERS LTD
(Incorporated in the Republic of Mauritius)
(Registration number: C138883 C1/GBL)
Share Code: EPE
(“Ethos Capital” or “the Company”)
Ethos Capital shareholders are referred to the Company’s declaration announcement released on the Stock Exchange News Service (“SENS”) of the JSE Limited on Tuesday, 14 January 2020 wherein shareholders were advised of Ethos Capital’s intention to raise up to ZAR750 million through a 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”), 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. The Ethos Capital Rights Offer will assist Ethos Capital in fully funding its commitment to invest in Brait’s proposed equity capital raise (“Brait Equity Raise”) which will be implemented in part by way of a fully funded renounceable rights offer (“Brait Rights Offer”) and to the extent applicable, a non-pre-emptive specific issue of shares to Ethos Capital, investing alongside Ethos Fund VII.
Shareholders are advised that the Company has received all necessary approvals to implement the Ethos Capital Rights Offer and the Ethos Capital Rights Offer is unconditional. Salient dates and times of the Ethos Capital Rights Offer remain unchanged from those published on SENS on Tuesday, 14 January 2020.
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.
Shareholders may commence trading the letters of allocation from commencement of business on Wednesday, 22 January 2020 and the Ethos Capital Rights Offer shares from commencement of business on Wednesday, 5 February 2020.
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, www.ethoscapital.mu, from 12:00 (SAST) on Tuesday, 21 January 2020, and will be posted to qualifying shareholders on Thursday, 23 January 2020 (to the extent applicable).
Ebène, Mauritius (with simultaneous circulation in Johannesburg)
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.