EPE CAPITAL PARTNERS LIMITED - Irrevocable subscription and underwriting commitments from directors of Ethos Capital

Irrevocable subscription and underwriting commitments from directors of Ethos Capital

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”)

IRREVOCABLE SUBSCRIPTION AND UNDERWRITING COMMITMENTS FROM DIRECTORS OF ETHOS CAPITAL

1. Introduction

   Shareholders are referred to the announcement released by Ethos Capital on the Stock Exchange
   News Service (“SENS”) of the JSE Limited (“JSE”) on Wednesday 27 November 2019 in which
   shareholders were advised that Ethos Capital entered into an agreement with Brait SE (“Brait”)
   whereby Ethos Capital and Ethos Fund VII have committed to invest ZAR1,350 million in Brait as
   part of an equity capital raise by Brait of at least ZAR5,250 million and up to ZAR5,600 million
   (“Brait Equity Raise”). For Ethos Capital to meet its portion of the commitment to the Brait Equity
   Raise, the Company intends to, subject to certain conditions precedent, undertake a renounceable
   rights offer to its shareholders in order to raise equity of up to ZAR750 million (“Ethos Capital
   Rights Offer”).

   Based on the envisaged transaction timetable, shareholders are advised that the Ethos Capital
   Rights Offer will occur during an Ethos Capital closed period in respect of Ethos Capital's interim
   results commencing on 31 December 2019 ("Ethos Capital Closed Period").

   As part of the Ethos Capital Rights Offer, Ethos Capital has obtained irrevocable subscription
   commitments ("Irrevocable Commitments") from certain shareholders, which include
   commitments from certain directors of Ethos Capital.

2. Dealings by directors in a closed period

   The entering into of the Irrevocable Commitments by the directors of Ethos Capital prior to the
   commencement of the Ethos Capital Closed Period removes any discretion that any such persons
   may have in relation to participation in the Ethos Capital Rights Offer, as envisaged in paragraph
   3.70 of the JSE Listings Requirements. In particular, the participation by such directors or their
   associates (referred to in paragraph 3 below) in the Ethos Capital Rights Offer will be regulated by
   the terms of the Irrevocable Commitments and the rights offer circular (which will be finalised in due
   course).

   A further SENS announcement will be made outlining the results of the Ethos Capital Rights Offer
   which will include the rights offer price and quantum of shares subscribed for by such directors or
   their associates.

3. Irrevocable Commitments

   In compliance with the JSE Listings Requirements, the following information relating to the
   intended dealings in shares by the following directors or their associates pursuant to the Ethos
   Capital Rights Offer, expected to occur during the Ethos Capital Closed Period, is disclosed as
   follows:

   Name of director              :   Yvonne Stillhart
   Class of securities               A Ordinary shares
   Commitments                   :   Irrevocable subscription commitment to follow rights with respect
                                     to 610 000 A ordinary shares held in Ethos Capital
   Date commitment provided      :   19 November 2019
   Clearance obtained            :   Yes

   Name of director              :   Derek Prout-Jones and Michael Pfaff, through their family trusts
                                     which are managed through 4 Decades Capital (Pty) Ltd
   Class of securities               A Ordinary shares
   Commitments                   :   Irrevocable subscription commitment to follow rights up to a fixed
                                     rand value of R20 million. An irrevocable instruction will be
                                     provided to the 4 Decades Capital (Pty) Ltd broker prior to the
                                     commencement of the Ethos Capital Closed Period to deal with
                                     the letters of allocation in respect of the portion of the rights
                                     entitlement not followed (including renouncing or disposing of
                                     such letters of allocation), at the discretion of the broker.
   Date commitment provided      :   18 November 2019
   Clearance obtained            :   Yes


Ebène, Mauritius (with simultaneous circulation in Johannesburg)
13 December 2019

Sponsor to EPE Capital Partners Ltd
Rand Merchant Bank (A division of FirstRand Bank Limited)

Date: 13-12-2019 03:04:00
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