Wrap Text
Finalisation announcement: Unbundling by Ethos Capital of its shareholding in Brait P.L.C.
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")
FINALISATION ANNOUNCEMENT: UNBUNDLING BY ETHOS CAPITAL OF ITS SHAREHOLDING
IN BRAIT P.L.C.
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.
PLEASE SEE THE IMPORTANT NOTE AT THE END OF THIS ANNOUNCEMENT.
1. INTRODUCTION
1.1 Shareholders of Ethos Capital ("Ethos Capital Shareholders") are referred to:
1.1.1 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
board of directors of Ethos Capital had decided to unbundle all of the Brait P.L.C.
("Brait") 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"); and
1.1.2 the announcement released by the Company on SENS on Tuesday, 2 July 2024,
wherein Ethos Capital Shareholders were advised that as of Tuesday, 2 July 2024,
the Brait Unbundling had not yet become unconditional as the requisite
exchange control approval to implement the Brait Unbundling had not yet been
obtained from the South African Reserve Bank and that consequently, the
Company was not in a position to release the finalisation announcement
pertaining to the Brait Unbundling on Tuesday, 2 July 2024, as originally
envisaged and indicated in the Declaration Announcement.
1.2 The purpose of this announcement is to provide Ethos Capital Shareholders with the
finalisation information in respect of the Brait Unbundling in accordance with the JSE
Listings Requirements, now that the requisite approval for the Brait Unbundling has
been received from the South African Reserve Bank.
1.3 All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Declaration Announcement.
2. THE BRAIT UNBUNDLING
Ethos Capital Shareholders are reminded that, as set out in the Declaration Announcement:
2.1 the Brait Unbundling will be implemented as a capital distribution in specie to Ethos
Capital Shareholders of, in aggregate, 129 117 454 Brait ordinary shares, which will
result in Ethos Capital Shareholders receiving 0.50857 Brait ordinary shares
(ISIN: LU0011857645; Share code: BAT), for every 1 Ethos Capital A ordinary share
("Ethos Capital share") held; and
2.2 Ethos Capital Shareholders who transfer or dispose of their Ethos Capital shares prior
to the last day to trade in Ethos Capital shares in order to be eligible to participate in
the Brait Unbundling (i.e. Tuesday, 16 July 2024), will not participate in the Brait
Unbundling and will not receive the Brait ordinary shares.
3. FULFILMENT OF CONDITIONS TO THE BRAIT UNBUNDLING
The Company is pleased to announce that as of today, Tuesday, 9 July 2024, the Brait
Unbundling has become unconditional as the exchange control approval referred to above
has been obtained, and Ethos Capital will accordingly proceed with the implementation of the
Brait Unbundling on the terms and conditions set out in the Declaration Announcement.
4. SALIENT DATES AND TIMES
As a result of the delay in obtaining the exchange control approval referred to above, the
finalisation date in respect of the Brait Unbundling changed from Tuesday, 2 July 2024 to
today, Tuesday, 9 July 2024. Consequently, all other salient dates and times relating to the
Brait Unbundling published in the Declaration Announcement have changed, and are as
follows:
PRINCIPAL EVENTS DATES (2024)
Last date to trade Ethos Capital shares for Ethos Capital Tuesday, 16 July
Shareholders to participate in the Brait Unbundling
Ethos Capital shares to commence trading "ex" the entitlement to Wednesday, 17 July
the Brait Unbundling on
Ethos Capital to release the announcement on cost apportionment Thursday, 18 July
for tax purposes and the cash value for fractional entitlements to
the Brait ordinary shares before 11:00 (SAST) on
Record date for Ethos Capital Shareholders to be recorded in the Friday, 19 July
register in order to receive Brait ordinary shares pursuant to the
Brait Unbundling on
Ethos Capital to announce the closing prices for Ethos Capital and Friday, 19 July
Brait ordinary shares, after 17h00 on
The Brait Unbundling is implemented, and the Brait ordinary Monday, 22 July
shares are delivered to Ethos Capital Shareholders, on
Notes:
1. Share certificates in respect of Ethos Capital shares held on the share register may
not be dematerialised or re-materialised between Wednesday, 17 July 2024 and
Friday, 19 July 2024, both days inclusive.
5. FRACTIONAL ENTITLEMENTS
Ethos Capital Shareholders are reminded that, as set out in the Declaration Announcement:
5.1 the distribution of the Brait ordinary shares to Ethos Capital Shareholders in accordance
with the distribution entitlement ratio set out above, could result in fractional
entitlements to such Brait ordinary shares for Ethos Capital Shareholders; and
5.2 such fractional entitlements to Brait ordinary shares will be aggregated and sold on
behalf of and at the risk of the relevant Ethos Capital Shareholders who will receive Cash
Proceeds in respect thereof as outlined in the Declaration Announcement. The cash
value to be utilised in determining the Cash Proceeds due to the relevant Ethos Capital
Shareholders in respect of any fractional entitlements to the unbundled Brait ordinary
shares will be announced before 11h00 (SAST) on Thursday, 18 July 2024, in
accordance with the JSE Listings Requirements.
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
9 July 2024
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Important Note
Ethos Capital Shareholders are referred to the Declaration Announcement referenced in this
announcement (and accessible on Ethos Capital's website via the following link:
https://ethoscapital.mu/sens/sens-voluntary-nav-and-navps-update-declaration-announcement-
regarding-the-unbundling-of-brait-plc-shares-and-appointment-of-ceo/) for the full disclaimers
which apply to this announcement (including the information contained herein) and are
incorporated by reference in full in this announcement, as if specifically stated.
Date: 09-07-2024 09:30:00
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