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ECSPONENT LIMITED - Abridged Prospectus pertaining to the offer to the general public for the Subscription of Notes

Release Date: 03/12/2018 09:25
Wrap Text
Abridged Prospectus pertaining to the offer to the general public for the Subscription of Notes

Ecsponent Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/013215/06)
JSE Code: ECS - ISIN: ZAE000179594
Debt Issuer Code: ECSP
(the “Company” or “Ecsponent” or “the Group”)


ABRIDGED PROSPECTUS PERTAINING TO THE OFFER TO THE GENERAL PUBLIC FOR THE
SUBSCRIPTION OF NOTES IN TERMS OF ECSPONENT’S ZAR10,000,000,000 DOMESTIC
MEDIUM-TERM NOTE PROGRAMME


Abridged prospectus relating to an offer to the general public (“Offer”) for the subscription of:
•       1 000 Fixed Rate Notes at R100 per Note;
•       1 000 Floating Rate Notes at R100 per Note; and
•       1 000 Zero-Coupon Notes at R100 per Note,
(collectively “the Offer Notes”) in terms of Ecsponent’s ZAR10,000,000,000 Domestic Medium-Term
Note Programme (“Note Programme”).

The Offer is not subject to a minimum subscription amount being raised and is not underwritten.
There are no voting rights attached to the Offer Notes, which Offer Notes are not secured or
guaranteed nor are they rated.

The JSE Limited (“JSE”) has approved the listing of the Offer Notes as Debt Instruments on the Main
Board and/or the Interest Rate Market of the JSE (“Listing”) under the following details:

                          Abbreviated name:        JSE share code            ISIN
    Fixed Rate notes      ECSFIXN1                 ECSFX1                    ZAE000265393
    Floating Rate Notes   ECSFLON1                 ECSFL1                    ZAE000265401
    Zero-Coupon Notes     ECSZERO1                 ECSZR1                    ZAE000265419

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 and the Offer, which are in terms of a registered
prospectus, which was filed with the Companies and Intellectual Property Commission on
23 November 2018 (the “Prospectus”).

Applicants who wish to subscribe for the Offer Notes must subscribe for a minimum amount of
R10 000 per applicant in order for the application to be successful.

The Prospectus is issued in connection with the Offer of the Offer Notes in South Africa. The
distribution hereof and the making of an offer in respect of the Offer Notes may be restricted by law
in certain jurisdictions. Persons into whose possession the Prospectus comes must inform themselves
about and observe any, and all such restrictions. The Prospectus does not constitute an offer or
invitation to subscribe for and/or purchase any Offer Notes in a jurisdiction where the dissemination
thereof or the making of the Offer may be illegal or fails to conform to the laws of such jurisdiction
or requires any type of registration or the like with any regulator or public body or the like including,
without limitation, the USA, Canada, Australia and Japan (absent an applicable exemption from
registration requirements) (“Affected Jurisdiction”).

No one has taken any action that would permit a public offering of the Offer Notes to occur in an
Affected Jurisdiction.

Neither the Offer Notes nor the Prospectus have been, nor will they be, registered under the US
Securities Act, 1933 or with the regulatory authority of any state or jurisdiction of an Affected
Jurisdiction and may not be offered, sold, pledged or otherwise transferred in an Affected Jurisdiction
or to any national, resident or subject of an Affected Jurisdiction where any such offer, sale, pledge
or transfer is prohibited. Neither this document nor any copy of it may be sent to or taken into an
Affected Jurisdiction where the distribution of the Prospectus is prohibited.

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 and the Offer, the Prospectus should be read
in its entirety.

The Directors, collectively and individually, accept full responsibility for the accuracy of the
information given in this abridged prospectus and certify that, to the best of their knowledge and
belief, there are no facts that have been omitted which would make any statement herein false or
misleading, and that all reasonable enquiries to ascertain such facts have been made and that the
abridged prospectus contains all information required by law.

The JSE takes no responsibility for the contents of the Prospectus, makes no representation as to
the accuracy or completeness of any part thereof and expressly disclaims any liability for any loss
arising from or in reliance upon the whole or any part of the Prospectus.


INTRODUCTION

The Company was first incorporated as a private company in March 1995, after which it converted
into a public entity on 9 July 1998, with registration number 1998/013215/06, and has been in
operation for 23 years. The Company’s registered address and primary place of business is Fintech
Campus, corner Botterklapper and Ilanga Streets, The Willows, Pretoria East.

Ecsponent is an African financial services group, diversified by its operational footprint and the
spread of industries in which it invests. The Group’s focus is on quality investments in niche
industries with innovative value propositions that have high barriers to entry.

Operationally, the Ecsponent Group creates wealth by investing in companies that offer a range of
niche financial services in South Africa and Africa, offering targeted investment services, credit
solutions and enterprise development initiatives that improve financial inclusion for SMEs. The Group
balances the short-term cash generative operational activities through its Equity Holdings business
unit, which invests in listed and private equity with a longer-term investment horizon.
Since inception, the Group has expanded through a combination of substantial organic growth and
a series of strategic acquisitions. Today, it’s an African financial services group with core activities
in four African countries and a spread of investments across multiple territories, currencies and
investment sectors. Ecsponent’s investment mix and experienced management team have built a
strong track record through organic growth, mergers and acquisitions, and corporate actions since
2010.

Ecsponent’s core business platforms include:
    •  Credit
    •  Investment Services
    •  Equity Holdings

PURPOSE OF THE OFFER AND THE LISTING

Ecsponent will use the proceeds of the Offer Notes to defray operational expenditure incurred by it,
and to invest into the equity shares, debt or other hybrid instruments of private equity business
ventures, either as an initial investment, or as a result of ongoing capital investments into such
entities.

The Company will continually issue tranches of Notes under the Note Programme. The Applicable
Pricing Supplements in respect of each tranche of Notes will be published on the Company’s website
and announced on the JSE Stock Exchange News Service.

SALIENT DATES AND TIMES

                                                                                                 2018
 Abridged Prospectus released on SENS on                                        Monday, 3    December
 Offer opens at 09:00 on                                                        Monday, 3    December
 Offer closes at 12:00 on                                                       Friday, 7    December
 Listing of the Notes commences on                                             Monday, 10    December


DIRECTORS

 Name, age and occupation                       Business address

 Richard John Connellan (72)                    2 Larnica Villas, 251 Willson Street, Fairland
 Independent Non-Executive Chairman             Johannesburg, 2195

 George Manyere (40)                            4 Arden Road, Newlands, Harare, Zimbabwe
 Non-Executive Vice Chairman

 Keith Alfred Rayner (61)                       6 Carmel Place, 53 Melrose Street, Melrose Estate
 Independent Non-Executive                      Johannesburg, 2196

 Brandon Rodney Topham (47)                     100A Club Avenue, Waterkloof Ridge, Pretoria,
 Independent Non-Executive                      0181

 Willem Oberholzer (46)                         Delmondo Office Park, Building Ravello, 169
 Independent Non-Executive                      Garsfontein Drive, Ashlea Gardens, Pretoria

 Patrick Matute (35)                            Beverley Court, 100 Nelson Mandela Avenue,
 Non-executive                                  Harare, Zimbabwe

 Terence Patrick Gregory (60)                   Fintech Campus, Corner Botterklapper and Ilanga
 Chief Executive Officer                        Streets, The Willows, Pretoria East, 0181

 Dirk van der Merwe (45)                        Fintech Campus, Corner Botterklapper and Ilanga
 Group Financial Director                       Streets, The Willows, Pretoria East, 0181

 Lezanne du Preez-Cilliers                      Fintech Campus, Corner Botterklapper and Ilanga
 Group Company Secretary                        Streets, 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 thereof for 10 business days after the closing of the Offer at
the following addresses:

Ecsponent                                        Computershare Investor Services
Fintech Campus                                   Proprietary Limited
Cnr of Ilanga and Botterklapper Street           (Registration number: 2004/003647/07)
The Willows                                      Rosebank Towers
Pretoria East, 0181                              15 Biermann Avenue
                                                 Rosebank, 2196

Pretoria
3 December 2018


Debt Sponsor                                        Auditors
Questco (Pty) Ltd                                   Nexia SAB&T

Date: 03/12/2018 09:25:00 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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