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EPE CAPITAL PARTNERS LIMITED - Abridged pre-listing statement

Release Date: 18/07/2016 08:04
Code(s): EPE     PDF:  
Wrap Text
Abridged pre-listing statement

EPE Capital Partners Ltd
(Incorporated in the Republic of Mauritius)
(Registration number C138883 C1/GBL)
JSE share code: EPE      ISIN: MU0522S00005
(“Ethos Capital”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION OR REQUIRE ETHOS CAPITAL TO TAKE ANY FURTHER ACTION

ABRIDGED PRE-LISTING STATEMENT

Abridged pre-listing statement relating to the listing of Ethos Capital’s issued A ordinary shares (“A Ordinary
Shares”) in the “Financials – Speciality Finance” sector of the Main Board of the exchange operated by JSE
Limited ("JSE"), with effect from the commencement of trade on Friday, 5 August 2016.

The information in this abridged pre-listing statement has been extracted from the full pre-listing statement
issued by Ethos Capital on Monday, 18 July 2016 (“Pre-Listing Statement”). This abridged pre-listing
statement is not complete and does not contain all of the information that readers of this abridged pre-listing
statement should consider before subscribing for Offer Shares (as defined below). Investors should read the
Pre-Listing Statement in its entirety.

This abridged pre-listing statement is not, and shall not constitute, an offer, or an invitation or solicitation to
the public to acquire the Offer Shares in any jurisdiction, and is issued in compliance with the Listings
Requirements of the JSE (“Listings Requirements”) for the purpose of providing information to selected
persons in South Africa and other jurisdictions, with regard to Ethos Capital.

Capitalised words and expressions used in this abridged pre-listing statement shall, unless expressly
defined herein or indicated otherwise by the context, bear the meanings ascribed to them in the Pre-Listing
Statement.

1.   Offer particulars

     This abridged pre-listing statement relates to offers for subscription by way of private placement made
     by Ethos Capital, subject to certain conditions (the “Offer”), to selected institutional investors outside the
     United States in reliance on Regulation S under the United States Securities Act of 1933, as amended
     (“Securities Act”) and, separately, in South Africa, to (i) selected persons falling within one of the
     specified categories listed in section 96(1)(a) of the South African Companies Act, 71 of 2008, as
     amended ("South African Companies Act") and (ii) selected persons, acting as principal, acquiring
     A Ordinary Shares for a total acquisition cost of R1,000,000 or more, as contemplated in section
     96(1)(b) of the South African Companies Act, to whom the Offer will specifically be addressed, and by
     whom the Offer will be capable of acceptance, of up to 184,416,667 A Ordinary Shares in the capital of
     Ethos Capital (“Offer Shares”). There shall neither be an over-allotment of shares in terms of the Offer,
     nor will there be any stabilisation activity. As part of the Offer, the Anchor Investors have committed, or
     indicated a firm intention, to subscribe for 91 981 667 Offer Shares in aggregate at the Offer Price (as
     defined below).

     The price at which the Offer Shares will be offered for subscription will be R10.00 per Offer Share
     (“Offer Price”). The gross proceeds from the issue of the Offer Shares receivable by Ethos Capital and
     in terms of the EPE Trust Subscription Agreement, the Ethos Private Equity Subscription Agreement
     and the Non-executive Director Subscription Agreement are estimated to be up to R2 billion if the Offer
     is fully subscribed.

     Subject to certain conditions (including the JSE’s minimum free float requirement, as set out in the
     Listings Requirements, being attained), a primary listing of all of Ethos Capital’s issued A Ordinary
     Shares has been granted by the JSE ("Listing”) in the “Financials – Speciality Finance” sector of the
     exchange operated by the JSE under the abbreviated name “ETHOSCAP”, JSE code “EPE” and ISIN
     MU0522S00005.

     The Listing will be a foreign inward listing. The Financial Surveillance Department of the South African
     Reserve Bank has approved the Offer and the inward listing of Ethos Capital on the Main Board of the
     exchange operated by the JSE, and classified the inward listed A Ordinary Shares as 'domestic' for
     exchange control purposes. Accordingly, South African resident investors may trade the A Ordinary
     Shares on the exchange operated by the JSE without having recourse to their foreign portfolio
     allowances.

     On the date of Listing (the “Listing Date”), the share capital of Ethos Capital will comprise two classes
     of shares, namely A Ordinary Shares and B Shares of which there shall be 208,333,333 issued A
     Ordinary Shares (assuming the Offer is fully taken up) and 10,000 issued B Shares. The B Shares are
     unlisted, non-voting shares that will be issued to the EPE Trust in terms of the EPE Trust Subscription
     Agreement. For further information in respect of the B Shares, please see the Incorporation and Share
     Capital section of the Pre-Listing Statement. A company incorporated in Mauritius is not required,
     pursuant to the Mauritian Companies Act 2001 of Mauritius, as amended, to have an authorised share
     capital.

2.   Overview of Ethos Capital

     2.1. Highlights of the Ethos Capital investment proposition

          Ethos Capital is an investment entity incorporated as a public company under the laws of
          Mauritius. Ethos Capital holds a Category One Global Business Licence issued by the FSC. It is
          designed to offer investors long-term capital appreciation by investing, directly and indirectly, in a
          diversified portfolio of unlisted private equity type investments. Ethos Capital's investments will be
          sourced by Ethos Private Equity, as investment adviser, the largest private equity firm in sub-
          Saharan Africa, which has a proven track record of delivering investment returns with a Gross
          Realised IRR of 37.4% over a period of more than 30 years.

          The Ethos Capital investment proposition is based on:

          -   Unique access point: the opportunity to invest into Ethos Funds and co-invest alongside
              Ethos Private Equity through a liquid and efficient vehicle listed on the exchange operated by
              the JSE and governed by an independent Board of experienced private equity Non-executive
              Directors is unique.
          -   Demonstrated performance: Ethos Private Equity - the largest private equity firm in sub-
              Saharan Africa - has an established private equity investment track record, having generated
              investment returns with a Gross Realised IRR of 37.4% over a period of more than 30 years.
              Ethos Capital will have the ability to leverage off Ethos Private Equity's investment platform and
              share in its success.
          -   Diversification: Ethos Capital provides public-market investors with a liquid vehicle to indirectly
              access a diversified pool of unlisted small- to mid-sized companies through equity or equity-like
              instruments, which will be actively sourced by Ethos Private Equity to optimise investor returns.
          -   Alignment of interests: strong economic alignment with Ethos Private Equity, the investment
              adviser, to Ethos Capital, through a significant investment by Ethos Private Equity in
              Ethos Capital’s A Ordinary Shares.
          -   Experienced private equity Non-executive Directors: the Board has an extensive
              understanding of, and a long track record in, the private equity industry and will leverage this
              experience in order to make optimal investment decisions for Ethos Capital.
          -   Structural efficiency: Ethos Capital conducts its business operations from Mauritius because
              of the business-friendly environment, the spread of tax treaties that Mauritius has with many,
              but not all, of the jurisdictions that Ethos Capital will invest in and its acceptance among global
              investors as an investment jurisdiction as at the date of this abridged pre-listing statement. This,
              combined with Ethos Private Equity's fee structure, which is structured so as to ensure that
              there are no "fees on fees", which achieves an alignment of interests between Ethos Private
              Equity and Shareholders, gives structural efficiency to Ethos Capital and ensures that the
              structure is fiscally transparent.
          -   Liquidity management: Ethos Capital will actively manage liquidity in the best interests of its
              Shareholders. As part of its liquidity strategy, the Board is committed to strategies to enhance
              the NAV per A Ordinary Share, which will include the potential repurchase of A Ordinary Shares
              should the price per A Ordinary Share trade at a discount to the prevailing total NAV per
              A Ordinary Share for a period of time. Any repurchase strategy implemented by the Board will
              take into account Ethos Capital’s liquidity requirements and its fund commitments, and will
              initially only be implemented until Ethos Capital has invested 75% of the proceeds raised in the
              Offer. Post this, the Board will reconsider whether this repurchase strategy remains in the best
              interest of shareholders of Ethos Capital.

3. Overview of Ethos Private Equity
Ethos Private Equity, the investment adviser, was founded in 1984 and has an established track record
of investing in private equity transactions in South Africa and other sub-Saharan African countries.
Ethos Private Equity targets control buyouts and selected expansion capital investments in companies
with strong growth potential.

Ethos Private Equity employs 61 members of staff, including 15 partners, which makes it the largest
private equity firm in sub-Saharan Africa. An institutionalised approach to investing, world-class
governance, extensive origination networks and an experienced investment team provide Ethos Private
Equity with a competitive advantage in the sub-Saharan private equity market.

Ethos Private Equity seeks to leverage its understanding of the South African and sub-Saharan African
markets to target small- to mid-sized companies best positioned to benefit from the region’s unique
growth dynamics. As an active investor, Ethos Private Equity has capitalised on its experience of
owning businesses across a variety of investment, economic and political cycles to maximise value
post-investment and generate superior returns.

3.1. Overview of Ethos Private Equity’s track record

     Ethos Private Equity has an established track record, including:

     -   implementing 104 transactions since 1984, investing over R10.3 billion during this period;
     -   successfully realising 91 investments, generating 37.4% Gross Realised IRR and 3.4x multiple
         of cost;
     -   since Ethos Fund III (the first Ethos Fund that attracted international investors), which was
         raised in 1996, Ethos Private Equity has generated 27.1% Gross Realised IRR and a 3.5x
         multiple of cost;
     -   global independent investment adviser, RisCura's research shows that realised investments
         from Ethos Funds III-V achieved a 32.4% Net IRR over a 10-year period, and a 21.3% Net IRR
         over a 20-year period;
     -   57% of all realised investments, by capital invested, have returned greater than 3.0x invested
         capital; and
     -   93% of all realised investments by capital invested have returned greater than 2.0x invested
         capital.

     Ethos Private Equity has a proven investment strategy, including:
     - positioning itself as the lead investor on transactions with control or joint control stakes in the
        majority of its deals;
     - having an understanding of, and focus on, sub-Saharan Africa, predominantly driven through
        expansion of its investee companies;
     - implementing a theme-led approach with thorough evaluation of economic drivers and industry
        fundamentals; and
     - significant hands-on involvement in portfolio companies, leveraging its Value Add capability to
        optimise financial and operational performance of its investment companies.

3.2. Ethos Private Equity's key strengths

     Ethos Private Equity's long-term success has been a result of institutionalising a set of core
     competencies, developed over decades, which underpin its investment approach. This approach
     has been refined to provide a flexible strategy, tailored to investing within the South African and
     sub-Saharan African markets. Growth is a central principle of Ethos Private Equity's strategy: value
     is added by actively transforming the strategy, operations and finances of investee businesses,
     making them "best-in-class". Through pioneering thought leadership, creativity, and innovation,
     Ethos Private Equity has developed a long track record of sustainable, superior investor returns.

     Ethos Private Equity represents a unique combination of skill, innovation and stability. The existing
     partners have a combined 155 years of private equity experience, of which 149 has been at Ethos
     Private Equity. Ethos Private Equity has invested in 104 acquisitions since 1984 of which 91 have
     been successfully realised. This unique history has inspired a distinctive approach and driven
     Ethos Private Equity's success.

     The key strengths of Ethos Private Equity's value proposition include:
     - an established track record and excellence in investing;
     - a commitment to, and alignment with, fund investors;
     - a unified, high-performance culture and commitment to transformation;
        -   its broad origination platform and business networks;
        -   a consistent, disciplined investment process;
        -   its local presence, commitment to, and focus on, sub-Saharan Africa;
        -   a flexible, innovative approach to transactions;
        -   adding value to, and influencing the strategy of, investee companies; and
        -   the ability to drive value creation through the investment cycle and optimise exits.

4. Ethos Capital's Investment Strategy

        Ethos Capital's investment objective is to develop a diversified portfolio of investments that will
        provide its Shareholders with superior long-term returns by leveraging Ethos Private Equity's active
        management model to maximise investor returns.

        The affairs of the company will be governed by an experienced, independent Board, comprising
        two independent, Mauritian resident directors and a majority of directors from outside of South
        Africa. The Board has an understanding of, and a long track record in, the private equity industry
        and will be responsible for making all of the investment decisions for Ethos Capital. Ethos Capital
        has entered into the Investment Services Agreement with Ethos Private Equity in terms of which
        Ethos Private Equity, as investment adviser, will provide investment advice (including sourcing
        investments), administrative and back-office services to Ethos Capital.


        Ethos Capital will obtain exposure to a diversified pool of unlisted assets. This exposure will be
        achieved through the following investment strategies, which are the primary lines of business of
        Ethos Capital:

        - Primary Investments: consisting of commitments to various Ethos Funds (whether directly or
          through other intermediate holding entities) during their respective fund-raising processes;
        - Secondary Investments: acquisitions (whether directly or through other intermediate holding
          entities) of existing Limited Partner interests in various Ethos Funds;
        - Direct Investments: acquisitions of interests in underlying investee companies from Ethos
          Funds and/or acquisitions of interests in underlying investee companies (whether directly or
          through other intermediate holding entities) alongside Ethos Funds to the extent that the Ethos
          Funds require co-investors in the underlying investee companies; and
        - Temporary Investments: Ethos Capital will also make temporary investments in a portfolio of
          low-risk, liquid debt instruments (including, inter alia, South African government bonds and
          other similar, low-risk, liquid instruments) for cash management purposes, as appropriate.

        It is likely that Ethos Capital will invest the majority of its capital in Primary Investments and
        Secondary Investments, with a maximum of 30% of Ethos Capital’s NAV (based on the latest
        quarterly NAV valuation) being invested in Direct Investments at the time that any such Direct
        Investment is approved by the Board.

        On completion of the Offer, Ethos Capital intends to make an initial commitment to Ethos Mid
        Market Fund I, Ethos Fund VII and Ethos Mezzanine Fund. On completion of the Offer,
        Ethos Capital is also expected to make a Secondary Investment in Ethos Fund VI. Ethos Private
        Equity has sourced and proposed these investment commitments to the Investment Committee,
        which subsequently analysed and recommended these investment commitments to the Board, in
        accordance with Ethos Capital's Investment Strategy. The Board has analysed the
        recommendation of the Investment Committee and approved these investment commitments.
        Pursuant to the Investment Strategy, Ethos Capital will continue to make investments in and
        alongside existing and future Ethos Funds.

        As the proceeds raised under the Offering will be less than Ethos Capital's contemplated
        commitments (ie, Ethos Capital will be over-committed), it is therefore contemplated that
        Ethos Capital will use the net proceeds of the Offer, any proceeds from its Primary Investments,
        Secondary Investments, Direct Investments, Temporary Investments and/or the funds available to
        it under the RMB Facility, from time to time, in accordance with its Investment Strategy and
        investment pipeline, to meet these commitments, as and when they become due. It is possible,
        although not currently contemplated, that Ethos Capital will raise further capital from Shareholders
        in the future if the appropriate investment opportunities exist.

        As at the date of this abridged pre-listing statement, Ethos Capital has not made, and, on the
        Listing Date, Ethos Capital will not have made, any firm commitments to make any investment.
There is also no certainty that Ethos Capital will be able to make the intended investments outlined
above. The contemplated Secondary Investment in Ethos Fund VI is, for example, subject to one
or more of the existing Limited Partners in Ethos Fund VI agreeing to sell their interests in Ethos
Fund VI to Ethos Capital.

Ethos Funds that have launched recently or are likely to launch in the near future are detailed
below.

Ethos Fund VII

The current Ethos Fund VI is approaching the end of its investment cycle as a fund and is starting
its realisation phase. As such, Ethos Private Equity intends to begin the capital raising process for
Ethos Fund VII during the second half of 2016 or early 2017. While the target size of Ethos
Fund VII is yet to be determined, it is envisaged to be between R8 billion and R10 billion.

The objective of Ethos Fund VII will be to invest in private companies with market-leading
positions, an identifiable competitive advantage, strong cash flows and significant growth potential.
Ethos Fund VII will target companies with an enterprise value of between R1.5 billion to R7 billion
and would seek to invest between R450 million to R1 billion in each opportunity.

Ethos Fund VII (as is the case with Ethos Fund VI) will be managed by Ethos Private Equity and its
associates. Ethos Fund VII will focus on transactions in both South Africa and other select
countries in sub-Saharan Africa (up to 25% of Ethos Fund VII’s committed capital may be invested
in companies whose primary business activities are located outside of South Africa in sub-Saharan
Africa).

If the Offer size is equal to R1.5 billion, Ethos Capital’s intended commitment to Ethos Fund VII is
R2 billion, which intended commitment increases on a pro rata basis to R2. billion, to the extent
that the Offer size equals R2 billion, subject to Ethos Fund VII being raised. Ethos Capital may
increase this intended commitment to Ethos Fund VII prior to the final close of Ethos Fund VII.

Ethos Mid Market Fund I

Ethos Private Equity has recently launched Ethos Mid Market Fund I and is in the process of
raising capital for this fund. The target capital to be raised for Ethos Mid Market Fund I is
R2.5 billion to R3.0 billion.

Ethos Mid Market Fund I is a majority black-owned vehicle and its objective is to invest in private
companies with market-leading positions, an identifiable competitive advantage, strong cash flows
and significant growth potential. Ethos Mid Market Fund I will target companies with an enterprise
value of between R500 million to R1.5 billion and would seek to invest between R100 million and
R350 million in each opportunity.

The manager of Ethos Mid Market Fund I is 49% owned by Ethos Private Equity and 51% owned
by the management team of that Fund. 51% of the economic and voting interest of the manager is
held by Black People and Sonja de Bruyn Sebotsa will be the executive Chairman of the Fund.
The manager will retain Ethos Private Equity to provide it with administrative services in relation to
Ethos Mid Market Fund I.

It is intended that Ethos Mid Market Fund I qualify to be considered as a Black Person in terms of
B-BBEE Legislation. In order to comply with the B-BBEE Codes, Ethos Mid Market Fund I will seek
to invest, over the course of its commitment period, at least 51% of the value of funds under
management in companies that have at least a 25% direct black shareholding (including the
shareholding of Ethos Mid Market Fund I) using the flow through principle (as defined in the B-
BBEE Codes).

While the key focus of Ethos Mid Market Fund I is on effecting investments in the mid-market
space (which is expected to account for the majority of Ethos Mid Market Fund I’s capital), it will
also co-invest as the B-BBEE partner alongside other funds (including, without limitation, funds
managed by Ethos Private Equity) in certain transactions and benefit from facilitated B-BBEE
transactions with companies that require a long-term B-BBEE partner that has capital to meet
growth requirements.
Ethos Mid Market Fund I will focus on transactions in South Africa and other select countries in
sub-Saharan Africa (up to 25% of Ethos Mid Market Fund I's committed capital may be invested in
companies whose primary business activities are located outside of South Africa in sub-Saharan
Africa).

If the Offer size is equal to R1.5 billion, Ethos Capital's intended commitment to Ethos Mid Market
Fund I is R750 million, which intended commitment increases on a pro rata basis to R1 billion, to
the extent that the Offer size equals R2 billion, subject to the Fund being raised. Ethos Capital
intends to commit up to R550 million upon first close of the Fund and a further R450 million, (this
additional commitment being subject to Ethos Capital's commitment not exceeding 50% of the total
commitments received by the Ethos Mid Market Fund I) on final close. Ethos Capital may increase
this intended commitment to Ethos Mid Market Fund I prior to the final close of Ethos Mid Market
Fund I.

Ethos Fund VI has been warehousing approximately R500 million of B-BBEE assets. Subject to
approval by the relevant advisory boards, Ethos Mid Market Fund I may acquire some or all the B-
BBEE assets from Ethos Fund VI soon after the first close of Ethos Mid Market Fund I. To the
extent that this acquisition of the B-BBEE assets is concluded, Ethos Capital, as an intended first
close investor in Ethos Mid Market Fund I, will earn the higher of i) Prime Rate plus 2% or ii) the
growth in net asset value of the B-BBEE assets from the date of the acquisition to the date of the
final close of Ethos Mid Market Fund I.


Ethos Mezzanine Fund

Ethos Mezzanine Fund will invest in mezzanine financial instruments including, inter alia, second
lien loans, convertible loans, payment-in-kind notes and preference shares. Ethos Mezzanine Fund
will target market-leading companies with a sustainable competitive advantage and/or critical
success factors with proven track record of sufficiently predictable free cash flow to service debt
and experienced management teams.

Ethos Mezzanine Fund will focus on transactions in South Africa and other select countries in sub-
Saharan Africa (up to 30% of Ethos Mezzanine Fund's committed capital may be invested in
companies whose primary business activities are located outside of South Africa in sub-Saharan
Africa).

If the Offer size is equal to R1.5 billion, Ethos Capital's intended commitment to Ethos Mezzanine
Fund is R200 million, which intended commitment increases on a pro rata basis to R400 million, to
the extent that the Offer size equals R2 billion, subject to Ethos Mezzanine Fund being raised and
Ethos Capital's commitment not exceeding 33% of the total commitments received by Ethos
Mezzanine Fund on final close. Ethos Capital may increase this intended commitment to Ethos
Mezzanine Fund prior to the final close of Ethos Mezzanine Fund.

Secondary Investment

Ethos Fund VI

The current Ethos Fund VI is coming to the end of its investment cycle and is starting its realisation
phase.

The objective of Ethos Fund VI is to invest in private companies with market-leading positions, an
identifiable competitive advantage, strong cash flows and significant growth potential. Ethos
Fund VI targeted companies with an enterprise value of between R1 billion to R5 billion and sought
to invest between R350 million to R1 billion in each opportunity.

Ethos Fund VI is managed by Ethos Private Equity and its associates. Ethos Fund VI focuses on
transactions in both South Africa and other select countries in sub-Saharan Africa (up to 20% of
Ethos Fund VI’s committed capital may be invested in sub-Saharan Africa).

Ethos Capital intends to invest R600 million in Secondary Investments, namely in Ethos Fund VI.
Ethos Capital may make an offer to purchase Limited Partner interests in Ethos Fund VI from
existing Ethos Fund VI Limited Partners post Listing.
          Temporary Investments

          Pursuant to its strategy of active liquidity management, Ethos Capital's surplus cash (in excess of
          investment and short term liquidity requirements) will be invested in a portfolio of Temporary
          Investments. This portfolio will be managed by Ashburton Fund Managers Proprietary Limited on
          behalf of Ethos Capital.

5.   Directors

     The details of the directors of Ethos Capital are set out below:

                                                                                     Occupation /
      Name, age and nationality             Business address
                                                                                     function
      Yvonne Stillhart, 48, Swiss           Level 10, Standard Chartered Tower       Chairperson,
                                            19 Cybercity                             Independent Non-
                                            Ebene                                    executive Director
                                            Mauritius

      Derek Prout-Jones, 53, South          Level 10, Standard Chartered Tower       Independent Non-
      African                               19 Cybercity                             executive Director
                                            Ebene
                                            Mauritius

      Kevin Allagapen, 39, Mauritian        Level 10, Standard Chartered Tower       Independent Non-
                                            19 Cybercity                             executive Director
                                            Ebene
                                            Mauritius

      Michael Pfaff, 54, South African      Level 10, Standard Chartered Tower       Independent Non-
                                            19 Cybercity                             executive Director
                                            Ebene
                                            Mauritius

      Yuvraj Juwaheer, 57, Mauritian        Level 10, Standard Chartered Tower       Independent Non-
                                            19 Cybercity                             executive Director
                                            Ebene
                                            Mauritius

6.   Salient dates and times

                                                                                                     2016
      Opening time and date of the Offer:                                09:00 on         Monday, 18 July
      Expected last time and date for indication of interest for the     12:00 on
                                                                                          Friday, 29 July
      purposes of the bookbuild:
      Successful applicants advised of allocations:                                      Monday, 1 August
      Final number of Offer Shares released on SENS::                                    Monday, 1 August
      Final number of Offer Shares published in the press:                              Tuesday, 2 August
      Expected settlement date and Listing Date on the exchange
                                                                                         Friday, 5 August
      operated by the JSE:


7.   Copies of the Pre-Listing Statement

     The Pre-Listing Statement is only available in English and copies thereof may be obtained during
     normal business hours from Monday, 18 July 2016 until Monday, 1 August 2016 from Ethos Private
     Equity and Rand Merchant Bank, a division of FirstRand Bank Limited, at their respective physical
     addresses which appear below:
      The registered office of Ethos Private                 The office of Rand Merchant Bank:
      Equity:                                                1 Merchant Place
      35 Fricker Road                                        Cnr Rivonia Road and Fredman Drive
      Illovo 2196                                            Sandton 2196
      Johannesburg                                           Johannesburg
      South Africa                                           South Africa


     The Pre-listing Statement will also be available Ethos Capital’s website at www.ethoscapital.mu from 18
     July 2016 until 1 August 2016.

Ebene, Mauritius (with simultaneous circulation in Johannesburg)
18 July 2016

Financial adviser, sole global coordinator, bookrunner and sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal advisers
Webber Wentzel, South African legal adviser to Ethos Capital
Bedell Cristin (Mauritius) Partnership, Mauritian legal adviser to Ethos Capital
Cliffe Dekker Hofmeyr Inc., South African tax adviser to Ethos Capital
Bowman Gilfillan Inc., South African legal adviser to the Global Coordinator

Auditors and independent reporting accountant
Deloitte

DISCLAIMER:

This abridged pre-listing statement is not and shall not constitute an offer, or an invitation or solicitation to
the public to acquire the Offer Shares in any jurisdiction and is issued in compliance with the Listings
Requirements of the JSE (“Listings Requirements”) for the purpose of providing information to selected
persons in South Africa and other jurisdictions, with regard to Ethos Capital.

No action has been or will be taken by Ethos Capital or Rand Merchant Bank, a division of FirstRand Bank
Limited ("RMB") to permit a public offering of the Offer Shares in any jurisdiction. No action has been, or will
be, taken to permit the possession or distribution of this abridged pre-listing statement or the Pre-listing
Statement (or any other offering or publicity materials or application form(s) relating to the Offer Shares) in
any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly,
neither this abridged pre-listing statement, the Pre-listing Statement, nor any advertisement, nor any other
offering material may be distributed or published in any jurisdiction except under circumstances that will
result in compliance with any applicable laws and regulations.

This abridged pre-listing statement is not for distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any State of the United States and the District of Columbia),
Australia, Canada or Japan. These materials do not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States, Australia, Canada or Japan. The Offer Shares
have not been, and will not be, registered under the Securities Act. The Offer Shares may not be offered or
sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.

In South Africa, the Offer will only be made by way of separate private placements to (i) selected persons
falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act,
71 of 2008, as amended ("South African Companies Act") and (ii) selected persons, acting as principal,
acquiring A Ordinary Shares for a total acquisition cost of R1,000,000 or more, as contemplated in section
96(1)(b) of the South African Companies Act, and to whom the Offer will specifically be addressed, and by
whom the Offer will be capable of acceptance, (“Qualifying Investors”) and this abridged pre-listing
statement and the Pre-listing Statement are only being made available to such Qualifying Investors. The
Offer and the relevant information that pertains to such Offer in respect of each class of Qualifying Investor
is combined in the Pre-listing Statement for the sake of convenience only. Accordingly: (i) the Offer is not an
offer to the public as contemplated in the South African Companies Act; (ii) this abridged pre-listing
statement and the Pre-listing Statement do not, nor do they intend to, constitute a “registered prospectus”,
as contemplated by the South African Companies Act; and (iii) no prospectus has been filed with the South
African Companies and Intellectual Property Commission (“CIPC”) in respect of the Offer. As a result,
neither this abridged pre-listing statement nor the Pre-listing Statement complies with the substance and
form requirements for a prospectus set out in the South African Companies Act and the South African
Companies Regulations of 2011, and neither have been approved by, and/or registered with, the CIPC, or
any other South African authority. The JSE has approved the Pre-listing Statement.

The information contained in this abridged pre-listing statement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of
2002, as amended ("FAIS Act") and should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of the Offer Shares or in relation to the business
or future investments of Ethos Capital is appropriate to the particular investment objectives, financial
situations or needs of a prospective investor, and nothing in this abridged pre-listing statement should be
construed as constituting the canvassing for, or marketing or advertising of, financial services in South
Africa. Ethos Capital is not a financial services provider licensed as such under the FAIS Act.

This abridged pre-listing statement and the Pre-listing Statement do not constitute an offer of securities to
the public in the United Kingdom. This abridged pre-listing statement and the Pre-listing Statement are only
being distributed to and are 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 (“Order”); or (iii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). The
Offer Shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire
such 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 abridged pre-listing statement or the Pre-listing Statement or any of their
contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any
EEA Member State that has implemented Directive 2003/71/EC, as amended, (together with any applicable
implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified
investors in that Member State within the meaning of the Prospectus Directive.

This abridged pre-listing statement contains statements about Ethos Capital, Ethos Private Equity and/or the
Ethos Funds 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 intends to invest; cash
costs; operating results, investment prospects, results and performance, return on investment, realisations,
valuations; growth prospects and outlook for investments or funds, individually or in the aggregate; liquidity,
capital resources and expenditure; and the outcome and consequences of any investment strategy. 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. By their nature, forward-looking
statements involve 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, returns, financial and operating conditions, liquidity and the
developments within the industries in which Ethos Capital intends to invest may differ materially from those
made in, or suggested by, the forward-looking statements contained in this abridged pre-listing statement.

Investors should keep in mind that any forward-looking statement made in this abridged pre-listing statement
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, or other matters to which such forward-looking statements
relate, 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 or matters to differ
materially from those contained in any forward-looking statement are not known.

Each of Ethos Capital and RMB, and their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any forward looking statement contained in this abridged pre-listing
statement whether as a result of new information, future developments or otherwise.

RMB and its directors, officers, employees, advisers or agent do not accepts any responsibility or liability
whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this abridged pre-listing statement (or whether any information has been
omitted from the abridged pre-listing statement) or any other information relating to Ethos Capital, its
subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use of the abridged pre-listing
statement or its contents or otherwise arising in connection therewith.
RMB is acting exclusively for Ethos Capital and no-one else in connection with the Offer. RMB will not
regard any other person as it client in relation to the Offer and will not be responsible to anyone other than
Ethos Capital for providing the protections afforded to its clients, nor for providing advice in relation to the
Offer, the contents of this abridged pre-listing statement or any transaction, arrangement or other matter
referred to herein.

In connection with the Offer, RMB and any of its affiliates, acting as an investor for its own account, may
take up A Ordinary Shares in the Offer and in that capacity may retain, purchase or sell for its own account
such securities and any A Ordinary Shares or related investments and may offer or sell such A Ordinary
Shares or other investments otherwise than in connection with the Offer. Accordingly, references in the
abridged pre-listing statement to A Ordinary Shares being offered or placed should be read as including any
offering or placement of A Ordinary Shares to RMB or any of its affiliates acting in such capacity. In addition,
RMB or its affiliates may enter into financing arrangements (including swaps) with investors in connection
with which RMB (or its affiliates) may from time to time acquire, hold or dispose of A Ordinary Shares. RMB
does not intend to disclose the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.

Date: 18/07/2016 08:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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 information disseminated through SENS.

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