SENS: Ethos Capital Partners – quarterly update as at 30 September 2020 and results of AGM

QUARTERLY UPDATE AS AT 30 SEPTEMBER 2020, REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

Ethos Capital is an investment holding company, registered and incorporated in Mauritius. It is listed on the Johannesburg Stock Exchange and offers shareholders potential long-term capital appreciation by making commitments and investments into Funds or co-investments that are actively managed by Ethos Private Equity (Pty) Limited (“Ethos”), providing the Company with exposure to a diversified portfolio of unlisted private equity type investments (“Portfolio Companies”).

Below is a voluntary financial update of the Company since the annual results announcement made in September 2020.

Net Asset Value (“NAV”) and NAV per share (“NAVPS”)

As previously mentioned, the unprecedented outbreak of the COVID-19 pandemic, followed by national lockdowns across the world, has had a significant impact on most of the Portfolio Companies’ short-term profitability and their valuations, including the share price of the listed Brait SE (“Brait”) portfolio.

Many of the Portfolio Companies have demonstrated a decent recovery from the COVID-19 enforced lockdowns, however the possibility of a second COVID-19 wave raises ongoing risks and uncertainties for these businesses.

Brait announced its unaudited interim results for the six months to 30 September 2020 today with a NAVPS for the Brait portfolio of assets of R7.71. The unlisted portfolio of Ethos Capital assets increased by c. 4% since 30 June 2020. Using Brait’s NAVPS, the implied Ethos Capital NAVPS as at 30 September 2020 is R9.05.

As at 30 September 2020, the Brait share price was R3.50 (an implied share price discount of 55% to its NAVPS; 30 June 2020: R3.34). Using the Brait share price, the implied Ethos Capital NAVPS as at 30 September 2020 was R6.94.

The table below shows the portfolio valuation and Company’s NAVPS as at 30 September 2020:

 

	Ethos Capital Portfolio		Brait Portfolio		Combined Portfolio
	Jun 20	Sept 20	Sept 20		Sept 20
			At R7.71	At R3.50	At R7.71	At R3.50
NAV (‘million)	1,460	1,518	996	452	2,514	1,970
NAVPS – Rand
Invested Capital
Net liabilities					9.76	7.65
Total					(0.71)	(0.710
					9.05	6.95

Report on proceedings at the Annual General Meeting

At the fourth Annual General Meeting (“AGM”) of the shareholders of Ethos Capital held on Tuesday, 17th November 2020, all of the ordinary and special resolutions which were proposed, were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows:

Resolutions	Votes cast disclosed as a percentage in relation to the total number of shares voted at the meeting		Number of shares voted	Shares voted disclosed as a percentage in relation to the total issued shares*	Shares abstained disclosed as a percentage in relation to the total issued shares*
	For	Against
Ordinary resolution number 1: Approval of the audited Annual Financial Statements	100.00%	0.00%	207,980,091	74.68%	0.02%
Ordinary resolution number 2: Reappointment of Deloitte (South Africa) and Mr Dinesh Munu as the designated audit partner	97.46%	2.54%	207,980,091	74.68%	0.02%
Ordinary resolution number 3: Reappointment of Deloitte (Mauritius) and Mr Jacques Du Meé as the designated audit partner	97.46%	2.54%	207,980,091	74.68%	0.02%
Ordinary resolution number 4: Re-election of Ms Yvonne Stillhart as Director	100.00%	0.00%	207,980,091	74.68%	0.02%
Ordinary resolution number 5: Re-election of Mr Yuvraj Juwaheer as Director	100.00%	0.00%	207,980,091	74.68%	0.02%
Ordinary resolution number 6: Re-election of Mr Derek Prout-Jones as a member of the Audit and Risk Committee	99.95%	0.05%	207,980,091	74.68%	0.02%
Ordinary resolution number 7: Re-election of Mr Kevin Allagapen as a member and chairperson of the Audit and Risk Committee	99.69%	0.31%	207,284,731	74.43%	0.027%
Ordinary resolution number 8: Re-election of Mr Yuvraj Juwaheer as a member of the Audit and Risk Committee	99.67%	0.33%	207,965,234	74.67%	0.02%
Ordinary resolution number 9: Approval of Non-Executive Directors’ remuneration	84.28%	15.72%	207,980,091	74.68%	0.02%
Ordinary resolution number 10: Endorsement of the remuneration policy	84.59%	15.41%	207,980,091	74.68%	0.02%
Ordinary resolution number 11: Endorsement of the implementation report on the remuneration policy	84.59%	15.41%	207,980,091	74.68%	0.02%
Ordinary resolution number 12: Approval of general authority to issue shares and/or other convertible securities for cash, limited to 9,000,000 repurchased shares held in treasury (c.3.2% of the shares in issue at the date of the notice of AGM)	83.24%	16.76%	207,980,091	74.68%	0.02%
Special resolution number 1: Approval of general authority to acquire or repurchase the Company’s shares, up to 5% (13,925,000) of the shares in issue at the beginning of the 2021 financial year	87.18%	12.82%	207,980,091	74.68%	0.02%

*Total issued shares is 278,500,000 (net of repurchased shares held in treasury)