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Abridged Prospectus pertaining to the Offer to Subscribe for Ecsponent Preference Shares
Ecsponent Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/013215/06)
JSE Code: ECS - ISIN: ZAE000179594
(the “Company” or “Ecsponent”)
Ecsponent Pref Share D1 Ecsponent Pref Share E1 Ecsponent Pref Share G1
Short Name: ECSPD Short Name: ECSPE Short Name: ECSPG
ECSD1 ECSE1 ECSG1
ISIN: ZAE000250148 ISIN: ZAE000250155 ISIN: ZAE000250163
ABRIDGED PROSPECTUS PERTAINING TO THE OFFER TO SUBSCRIBE FOR ECSPONENT PREFERENCE SHARES
Abridged prospectus relating to:
• an offer for subscription for 10 000 Class D Preference Shares at R100 each;
• an offer for subscription for 10 000 Class E Preference Shares at R100 each; and
• an offer for subscription for 10 000 Class G Preference Shares at R100 each
(the “Offer”), and the subsequent listing of the above classes of preference shares (collectively the
“Offer Preference Shares”), under the R5 billion Preference Share Programme established by
Ecsponent, as initially approved by the JSE on 8 September 2014, and amendments thereto
subsequently approved by the JSE on 15 December 2015 and on 22 September 2017 (“the
Programme”).
This abridged prospectus is not a prospectus, but is issued in compliance with the Companies
Act, 2008 (“the Companies Act”), for the purpose of giving information to the public in relation
to Ecsponent, the Offer and the Offer Preference Shares, which are offered in terms of a
registered prospectus, which was filed with the Companies and Intellectual Property
Commission on 22 September 2017 (the “Prospectus”).
The Company intends offering multiple tranches of preference shares to the public in the future,
under the Programme. The Prospectus relates to the first tranche issued under the Programme.
This announcement contains the salient information in respect of Ecsponent, which is more fully
described in the Prospectus, which will be made available to interested investors from today on the
Company’s website (https://www.ecsponentlimited.com/).
For a full appreciation and understanding of Ecsponent, the Offer and the listing, the Prospectus should
be read in its entirety.
INTRODUCTION
The Company was first incorporated as a private company in March 1995, after which it converted to a
public company on 9 July 1998 and has been in operation for 19 years. It was listed on the Venture
Capital Market of the JSE on 6 August 1998 and transferred onto the Main Board of the JSE on 20 June
2016. The Company’s registered address and primary place of business is Acacia House, Green Hill
Village Office Park, Corner of Nentabos and Botterklapper Streets, The Willows, Pretoria East.
Ecsponent functions as a holding company which develops interests in operational subsidiaries.
Ecsponent focuses on the following operational segments:
• Investment Services;
• Business Credit; and
• Equity Holdings.
Ecsponent effects governance and oversight in respect of its subsidiaries and provides central services
such as administration, treasury, management accounting, IT, legal, HR and payroll, etc. Ecsponent
adds value to its subsidiaries by:
• providing capital raising expertise;
• compliance with the JSE Limited Listings Requirements and the associated governance;
• management support and access to industry specialists; and
• access to Financial Services Board (“FSB”) licences, as well as applicable regulatory licenses
in countries outside of South Africa.
The prospects for Ecsponent are linked to the prospects of the investee companies, details of which
are set out in the Prospectus. Over the past two years, the group has taken several strategic steps that
the directors believe have improved the future prospects of the group.
PURPOSES OF THE OFFER AND THE LISTING
Ecsponent‘s business model requires continuous funding for, inter alia, its financial services businesses
and the directors consider the issue of Preference Shares to be an appropriate source of funding for
these ongoing business needs.
The Offer made under this Prospectus represents the first tranche of Class D, Class E and Class G
Preference Shares to be offered to the public, respectively, in terms of the Programme. The Company
will regularly and continually issue tranches of Preference Shares under the Programme.
The proceeds of Class D, Class E and Class G Preference Shares issued (and the proceeds of further
issues of other classes of Preference Shares) will be used by Ecsponent to fund the future growth of
the Company on an ongoing basis, specifically the growth of its loan book, and for general corporate
purposes. Funding will be raised through the issue of Preference Shares as and when needed and
there is no minimum subscription amount.
The main purpose of the Offer and the listing of the Offer Preference Shares is to:
• provide investors with an opportunity to participate over the long-term in the capital growth and
the income streams of the Company;
• provide the Company with a platform to raise funding to pursue growth, specifically with regard
to the growth of the Company’s financial services business line; and
• enhance the public profile and general public awareness of Ecsponent.
SALIENT DATES AND TIMES
2017
Abridged version of the Prospectus released on SENS on Tuesday, 26 September
Offer opens at 09:00 on Tuesday, 26 September
Offer closes at 12:00 on Thursday, 28 September
Results of the Offer released on SENS on Monday, 2 October
Accounts at CSDP or broker updated and debited in respect of Monday, 2 October
dematerialised Preference Shareholders
Listing of the Offer Preference Shares commences on Wednesday, 4 October
Notes
1. All references to dates and times are to local dates and times in South Africa. These dates and
times are subject to amendment. Any such amendment will be released on SENS and published in
the press.
2. Investors must advise their CSDP or broker of their acceptance of the Offer in the manner and cut-
off time stipulated by their CSDP or broker.
3. Delivery will be affected through an allotment of Offer Preference Shares subscribed for, and not
on a delivery versus payment basis.
PARTICULARS OF THE OFFER AND THE OFFER PREFERENCE SHARES
The Offer comprises an offer for subscription to the public for:
• 10 000 Class D Preference Shares at R100 each;
• 10 000 Class E Preference Shares at R100 each; and
• 10 000 Class G Preference Shares at R100 each.
The Offer Preference Shares will be allotted subject to the provisions of the memorandum of
incorporation of Ecsponent and will rank pari passu amongst each other in all respects, including
distributions, but in priority to the ordinary shares of the Company, which are also listed on the JSE
under share code ECS. Class A, Class B and Class C Preference Shares rank concurrently with regard
to dividend and capital repayments (excluding arrear amounts), and in priority to ordinary shares and
Class D, Class E and Class G Preference Shares.
Applicants who wish to subscribe for Class D Preference Shares, Class E Preference Shares and Class
G Preference Shares must subscribe for a minimum amount of R10 000 per applicant in order for the
application to be successful (i.e. for a minimum of 100 Class D, Class E or Class G Preference Shares,
respectively).
Entitlement to dividends
Class D Preference Shares
Class D Preference Shareholders are entitled to receive a monthly dividend equal to 12.5% per annum
on the initial issue price, payable monthly in arrears, not compounded.
Class E Preference Shares
Class E Preference Shareholders are entitled to receive a monthly dividend equal to 11.25% per annum
on the initial issue price, not compounded.
Class G Preference Shares
Class G Preference Shares will be entitled to receive a monthly dividend equal to 10% per annum on
the initial issue price, not compounded.
Redemption of Offer Preference Shares
All classes of Offer Preference Shares are automatically redeemable on the fifth anniversary of their
initial issue date, at a price equal to:
• 100% of the issue price for Class D Preference Shares;
• 100% of the issue price for Class E Preference Shares; and
• 100% of the issue price for Class G Preference Shares.
Should the redemption amounts remain outstanding for a period of three months, the conversion
provisions below will come into effect.
Conversion of Offer Preference Shares
If the Company fails to rectify a default event in respect of a class of Offer Preference Shares within 3
months of the default event, a default event being:
• non-payment of the redemption amount; or
• non-payment of 3 consecutive dividend amounts on Class D, Class E or Class G Preference
Shares,
the Offer Preference Shares of that class shall become convertible into ordinary shares.
Save in the event of non-rectification of a default event as set out above, the Offer Preference Shares
are not convertible.
General
No fractions of Offer Preference Shares will be offered in terms of the Offer.
The Offer is open the general public. The following parties may however not participate in the Offer:
• any person who may not lawfully participate in the Offer; and/or
• any person acting on behalf of a minor or deceased estate; and/or
• any related party or non-public shareholder of the Company, given that the Offer Preference
Shares are (by virtue of their potential convertibility) being offered in terms of the Company’s
general authority to issue shares for cash.
DIRECTORS
Names Business address Capacity
RJ Connellan 2 Larnica Villas Independent Non-
251 Willson Street Executive Chairman
Fairland
Johannesburg
2195
G Manyere 4 Arden Road Non-Executive Vice
Newlands Chairman
Harare
Zimbabwe
KA Rayner 6 Carmel Place Independent Non-
53 Melrose Street Executive
Melrose Estate
Johannesburg
2196
BR Topham 100A Club Avenue, Waterkloof Ridge Independent Non-
Pretoria Executive
0181
W Oberholzer Delmondo Office Park Independent Non-
Building Ravello Executive
169 Garsfontein Drive
Ashlea Gardens, Pretoria
P Matute Beverley Court Non-Executive
100 Nelson Mandela Avenue,
Harare, Zimbabwe
TP Gregory Acacia House Chief Executive
Green Hill Village Office Park Officer
Cnr of Nentabos and Botterklapper Street
The Willows
Pretoria East, 0181
B Shanahan Acacia House Group Financial
Green Hill Village Office Park Director
Corner of Nentabos and Botterklapper Street
The Willows
Pretoria East,
0181
AVAILABILITY OF THE PROSPECTUS
The Prospectus is available in English only. Copies of the Prospectus may be obtained during normal
business hours from the date of issue of the Prospectus until 10 business days after closing of the Offer
at the following addresses:
Ecsponent Computershare Investor Services
Acacia House Proprietary Limited
Green Hill Village Office Park (Registration number: 2004/003647/07)
Cnr of Nentabos and Botterklapper Street Rosebank Towers
The Willows 15 Biermann Avenue
Pretoria East, 0181 Rosebank, 2196
Debt Sponsor and Corporate Advisor
Questco (Pty) Ltd
Auditors
Nexia SAB&T
Date: 26/09/2017 02:39:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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