Wrap Text
Update regarding the unbundling by Ethos Capital of its shareholding in Brait P.L.C. and dealings in securities
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")
UPDATE REGARDING THE UNBUNDLING BY ETHOS CAPITAL OF ITS SHAREHOLDING IN
BRAIT PLC AND DEALING IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO CANADA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
1. BACKGROUND
1.1 Shareholders of Ethos Capital ("Ethos Capital Shareholders") are referred to the
declaration announcement released by the Company on the Stock Exchange News
Service ("SENS") on Monday, 24 June 2024 (the "Declaration Announcement"),
wherein Ethos Capital Shareholders were advised that the Ethos Capital board of
directors (the "Board") had decided to unbundle all of the Brait P.L.C. ordinary shares,
held indirectly by Ethos Capital through the TRG Africa Direct Investment Fund and TRG
Africa Fund VII, to Ethos Capital Shareholders (the "Brait Unbundling"). For
completeness, Ethos Capital Shareholders are advised that, today, 2 July 2024, the Brait
P.L.C. shareholders adopted the resolutions required to implement the Brait P.L.C.
rights offer.
1.2 The purpose of this announcement is to provide Ethos Capital Shareholders with an
update in respect of the Brait Unbundling.
1.3 All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Declaration Announcement.
2. SALIENT DATES AND TIMES RELEVANT TO THE BRAIT UNBUNDLING
2.1 Ethos Capital Shareholders are hereby advised that as of today, Tuesday, 2 July 2024,
the Brait Unbundling has not become unconditional as the requisite exchange control
approval to implement the Brait Unbundling has not yet been received from the South
African Reserve Bank. The Company has made material progress in procuring the
requisite approval from the South African Reserve Bank, and expects to receive the
approval in the near term.
2.2 Accordingly, the salient dates and times relating to the Brait Unbundling, as published
in the Declaration Announcement, will change and the finalisation announcement
relating to the Brait Unbundling will not be released today, Tuesday, 2 July 2024, as
indicated in the Declaration Announcement.
2.3 A finalisation announcement will be published on SENS upon receipt of the exchange
control approval referred to above, which announcement will set out the revised salient
dates and times relating to the Brait Unbundling, which dates and times will update
those published in the Declaration Announcement.
2.4 The Company remains committed to its realisation strategy and the orderly divestment
of its asset base, including the implementation of the Brait Unbundling.
3. DEALING IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR
As announced on 24 June 2024, to facilitate the Brait PLC ("Brait") unbundling, Black Hawk Private
Equity Proprietary Limited ("Black Hawk") has antecedently waived its rights to receive its pro rata
share of the Brait ordinary shares in terms of the proposed Brait unbundling. The Black Hawk
shareholders have sold their Black Hawk shares and shareholder loans to Ethos Capital for nil
consideration on 28 June 2024. The sale has resulted in an indirect acquisition by the Company of
Black Hawk's shares held in Ethos Capital and the associated debt.
As noted in the pre-listing statements of the Company and in its Annual Financial Statements, Black
Hawk concluded a R105 million debt facility guaranteed by Ethos Capital in 2016 to facilitate the
acquisition of 13.5 million shares (with R30 million of funding provided by the Black Hawk
shareholders which served as a first loss against the facility). Black Hawk is an entity indirectly owned
by trusts of two non-executive Directors of the Company.
The transaction has no impact on the Group net asset value per share given that the Black Hawk
shares and associated debt have already been consolidated in the Group results. The transaction
does not constitute a related party transaction under the JSE Listings Requirements.
In compliance with paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, the following
information is disclosed in respect of the above dealings by an associate of a Director of Ethos
Capital:
Director : Michael Pfaff Derek Prout-Jones
Company : EPE Capital Partners Ltd EPE Capital Partners Ltd
Name of Associate : Pfaff Investment Holdings (Pty) Ltd Legionnaire Investments (Pty) Ltd
Associate relationship to : The Director is a Trustee and one The Director is a Trustee and one
Director of the discretionary beneficiaries of the discretionary beneficiaries
of a Trust that owns the Associate of a Trust that owns the Associate
Nature and extent of : Dealings by an Associate of a Dealing by an Associate of a
interest Director Director
Nature and type of : Off market sale of shares in Black Off market sale of shares in Black
transaction Hawk Private Equity (Pty) Ltd that Hawk Private Equity (Pty) Ltd that
holds A Ordinary Shares in EPE holds A Ordinary Shares in EPE
Capital Partners Ltd Capital Partners Ltd
Class of securities : A Ordinary Shares A Ordinary Shares
Clearance obtained : Yes Yes
Date of transaction : 28 June 2024 28 June 2024
Number of securities : 6,750,000 6,750,000
Transaction value : Rnil Rnil
Post the above transaction, Pfaff Investment Holdings (Pty) Ltd and Legionnaire Investments (Pty)
Ltd respectively still hold 6,177,697 and 1,195,964 A Ordinary Shares in the Company.
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
2 July 2024
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 02-07-2024 01:14:00
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