Wrap Text
Completion of the unlisted assets realisation transaction
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")
COMPLETION OF THE UNLISTED ASSETS REALISATION TRANSACTION
1. INTRODUCTION
Shareholders of Ethos Capital ("Shareholders") are referred to the announcements released
by the Company on the Stock Exchange News Service ("SENS") on 12 December 2025 and 29
January 2026 (collectively, the "Previous Announcements") regarding the Transaction.
Unless otherwise defined in this announcement, capitalised terms used herein have the
meanings given to them in the Previous Announcements.
2. COMPLETION AND IMPLEMENTATION OF THE TRANSACTION
Shareholders are hereby advised that the Transaction has been implemented and the Residual
Assets have been disposed of and transferred for the aggregate consideration of
ZAR640 million. The Transaction was facilitated through the acquisition of direct and indirect
interests in the Residual Assets by the unlisted South African partnership referenced in the
Previous Announcements, formed pursuant to the offer made by the Investor Group led by
Rand Merchant Bank (a division of FirstRand Bank Limited) ("RMB") for the acquisition of the
Residual Assets, (the "BidCo Partnership") and a direct acquisition of the Company's
partnership interest in Ethos Fund VI (Jersey) L.P. by RMB.
Following implementation of the Transaction, the only remaining assets held by the Company
are its indirect interests in Optasia, via Ethos Optasia Consortium Proprietary Limited and its
economic participation attributable to an investment in Chronos Capital Limited, held through
the Company's remaining limited partner interest in the Ethos Artificial Intelligence Fund I (B)
Partnership.
As outlined in the announcements released by the Company on 13 February 2026 and 25
February 2026, the Company intends to return the proceeds raised from the Transaction, as
well as the net proceeds received from the partial sale of Optasia in the recent Initial Public
Offering in November 2025, to all Shareholders in terms of a pro rata repurchase from all
Shareholders, which will be implemented on Monday, 9 March 2026.
3. OWNERSHIP STRUCTURE OF THE BIDCO PARTNERSHIP
The BidCo Partnership was formed pursuant to the offer made by the Investor Group and is a
South African en commandite partnership, represented by, and acting through, its general
partner, Ethos SA BidCo GP Proprietary Limited. The limited partners of the BidCo Partnership
include current Shareholders that have chosen to participate in the investment in the BidCo
Partnership alongside Ethos Sable SPV Partnership, whose lead investor is RMB.
For further information regarding the BidCo Partnership, Shareholders are referred to the
announcement released by the Company on SENS on 13 February 2026.
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
27 February 2026
Sponsor
RAND MERCHANT BANK, (A division of FirstRand Bank Limited)
Financial adviser to the Company
RAND MERCHANT BANK, (A division of FirstRand Bank Limited)
Disclaimer
The financial information on which this announcement is based is the responsibility of the Board
and has been prepared for illustrative purposes only. Such information has not been audited,
reviewed, or reported on by the Company's external auditors.
The release, publication or distribution of this announcement in jurisdictions other than South
Africa may be restricted by law and therefore persons into whose possession this announcement
may come should inform themselves about, and observe, any such applicable restrictions or
requirements. Any failure to comply with such restrictions or requirements may constitute a
violation of the securities laws and regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the Company disclaims any responsibility or liability for the violation
of any restrictions or requirements by any person.
This announcement is for information purposes only and is not, and should not be construed as
to constitute, an offer to sell, an offer to the public or the solicitation of an offer to buy securities
in any jurisdiction and neither this document nor anything herein nor any copy thereof may be
taken into or distributed, directly or indirectly, in or into any jurisdiction in which to do so would
be prohibited by applicable law. There will be no public offering of any shares in any jurisdiction
and therefore there will also be no registered prospectus in any jurisdiction.
Nothing contained in this announcement constitutes, or is intended to constitute, investment,
tax, legal, accounting, or other professional advice.
Forward-looking statements
This announcement contains statements about Ethos Capital that are, or may be, forward-looking
statements. All statements (other than statements of historical fact) are, or may be deemed to be,
forward-looking statements, including, without limitation, those concerning: strategy; the
economic outlook for the industries in which Ethos Capital operates or invests as well as markets
generally; production; cash costs and other operating results; growth prospects and outlook for
operations and/or investments, individually or in the aggregate; liquidity, capital resources and
expenditure, statements in relation to the implementation of the Transaction and/or the benefits
of the Transaction. These forward-looking statements are not based on historical facts, but rather
reflect current expectations concerning future results and events and generally may be identified
by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate",
"intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated", "potential" or
similar words and phrases. Examples of forward-looking statements include statements
regarding a future financial position or future profits, cash flows, corporate strategy,
implementation of the Transaction and/or the benefits of the Transaction, anticipated levels of
growth, estimates of capital expenditures, acquisition and investment strategy, expansion
prospects or future capital expenditure levels and other economic factors, such as, among
others, growth, and interest rates.
By their nature, forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that may or may not occur in the
future. Ethos Capital cautions that forward-looking statements are not guarantees of future
performance. Actual results, financial and operating conditions, returns and the developments
within the industries and markets in which Ethos Capital operates and/or invests may differ
materially from those made in, or suggested by, the forward-looking statements contained in this
announcement. All these forward-looking statements are based on estimates, predictions, and
assumptions, as regards Ethos Capital, all of which estimates, predictions, and assumptions,
although Ethos Capital believes them to be reasonable, are inherently uncertain and may not
eventuate or eventuate in the manner Ethos Capital expects. Factors which may cause the actual
results, performance, or achievements to be materially different from any future results,
performance or achievements expressed or implied in those statements or assumptions include
matters not yet known to Ethos Capital or not currently considered material by Ethos Capital.
Shareholders should keep in mind that any forward-looking statement made in this
announcement or elsewhere is applicable only at the date on which such forward-looking
statement is made. New factors that could cause the business of Ethos Capital not to develop as
expected may emerge from time to time and it is not possible to predict all of them. Further, the
extent to which any factor or combination of factors may cause actual results, performance, or
achievement to differ materially from those contained in any forward-looking statement is not
known. Ethos Capital has no duty to, and do not intend to, update, or revise the forward-looking
statements contained in this announcement or any other information herein, except as may be
required by law.
Date: 27-02-2026 11:37:00
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