Wrap Text
Finalisation announcement: unbundling by Ethos Capital of the Brait Bonds
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")
FINALISATION ANNOUNCEMENT: UNBUNDLING BY ETHOS CAPITAL OF THE BRAIT BONDS
(AS DEFINED BELOW)
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO CANADA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTE AT THE END OF THIS ANNOUNCEMENT
1. INTRODUCTION
1.1 Shareholders of Ethos Capital ("Ethos Capital Shareholders") are referred to the
declaration announcement released by the Company on the Stock Exchange News
Service operated by JSE Limited on Tuesday, 18 November 2025 (the "Declaration
Announcement"), wherein Ethos Capital Shareholders were advised that the board of
directors of Ethos Capital (the "Board") had decided (based on the recommendation of
the Investment Advisor) to unbundle the remaining portion of Ethos Capital's
investment in Brait plc ("Brait"), comprising of the senior unsecured exchangeable
registered bonds, held indirectly by Ethos Capital through the Ethos Direct Investments
Fund and Ethos Fund VII, in Brait Investment Holdings Limited, a wholly owned
subsidiary of Brait, on behalf of Ethos Capital as a limited partner (the "Brait Bonds") to
Ethos Capital Shareholders (the "2025 Brait Unbundling").
1.2 The purpose of this announcement is to provide Ethos Capital Shareholders with the
finalisation information in respect of the 2025 Brait Unbundling in accordance with the
JSE Listings Requirements, now that the conditions to the 2025 Brait Unbundling have
been fulfilled.
1.3 All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Declaration Announcement.
2. THE 2025 BRAIT UNBUNDLING
Ethos Capital Shareholders are reminded that, as set out in the Declaration Announcement:
2.1 the 2025 Brait Unbundling will be implemented as a capital distribution in specie to
Ethos Capital Shareholders of, in aggregate, 222 204 Brait Bonds (valued at R175.5
million as at 30 June 2025), each with a nominal value of R750 (R250 per bond capital
repayment made in August 2024) and maturing on 3 December 2027, and will result in
Ethos Capital distributing 0.00086 Brait Bonds (under JSE alpha code BIHLEB and ISIN
MU0707E00002), for every 1 Ethos Capital A ordinary share ("Ethos Capital Share")
held by Ethos Capital Shareholders recorded in the register on the record date, being
Friday, 5 December 2025;
2.2 Ethos Capital Shareholders who transfer or dispose of their Ethos Capital Shares prior
to the last day to trade in Ethos Capital Shares in order to be eligible to participate in
the 2025 Brait Unbundling, being Tuesday, 2 December 2025, will not participate in the
2025 Brait Unbundling and will not receive the Brait Bonds; and
2.3 the 2025 Brait Unbundling will not involve an election on the part of Ethos Capital
Shareholders and, accordingly, no Ethos Capital Shareholder shall be entitled to elect
to receive cash in lieu of their entitlement to receive the Brait Bonds in terms of the 2025
Brait Unbundling.
3. FULFILMENT OF CONDITIONS TO THE 2025 BRAIT UNBUNDLING
The Company is pleased to announce that as of today, 25 November 2025, the 2025 Brait
Unbundling has become unconditional as the Company has received the requisite consent
from FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB") to
proceed with the implementation of the 2025 Brait Unbundling and RMB has accordingly
released the Brait Bonds from the ambit of the security previously attaching thereto.
4. SALIENT DATES AND TIMES
The following are the indicative dates and times that apply to the 2025 Brait Unbundling:
PRINCIPAL EVENTS DATES (2025)
Publication of the finalisation announcement by 11h00 (SAST) Tuesday, 25 November
on
Last date to trade for Ethos Capital Shareholders to participate Tuesday, 2 December
in the 2025 Brait Unbundling
Ethos Capital Shares to commence trading "ex" the Wednesday, 3 December
entitlement to the 2025 Brait Unbundling on
Shareholders entitled to trade in their entitlement to the Brait Wednesday, 3 December
Bonds
Ethos Capital to release the announcement on cost Thursday, 4 December
apportionment for tax purposes and the cash value for
fractional entitlements to the Brait Bonds by 11h00 (SAST) on
Record date for Ethos Capital Shareholders to be recorded in Friday, 5 December
the register in order to receive the Brait Bonds on
Ethos Capital to announce the closing price of the Brait Bonds, Friday, 5 December
after 17h00 on
The 2025 Brait Unbundling is implemented, and (i) the Brait Monday, 8 December
Bonds are credited to Ethos Capital Shareholders' CSDP or
broker accounts; and (ii) cash payments in respect of fractional
entitlements to the Brait Bonds expected to be made, on
Notes:
1. Share certificates in respect of Ethos Capital Shares held on the share register may not
be dematerialised or re-materialised between Wednesday, 3 December 2025 and
Friday, 5 December 2025, both days inclusive.
5. FRACTIONAL ENTITLEMENTS
Ethos Capital Shareholders are reminded that, as set out in the Declaration Announcement:
5.1 the distribution of the Brait Bonds to Ethos Capital Shareholders in accordance with the
distribution entitlement ratio set out above, could result in fractional entitlements for
such Ethos Capital Shareholders, which fractional entitlements will be rounded down to
the nearest whole number and aggregated;
5.2 the aggregated excess fractional entitlements to the Brait Bonds to which Ethos Capital
Shareholders would otherwise be entitled will not be transferred to Ethos Capital
Shareholders, but will instead be sold on behalf of and at the risk of the relevant Ethos
Capital Shareholders in the market as soon as practicable following the implementation
of the 2025 Brait Unbundling. Ethos Capital Shareholders will accordingly be paid the
cash in respect of the fractional entitlements to the unbundled Brait Bonds, on the basis
outlined in the Declaration Announcement; and
5.3 the cash value to be used to calculate the Cash Proceeds in respect of the fractional
entitlements will be announced before 11h00 (SAST) on Thursday, 4 December 2025,
in accordance with the JSE Listings Requirements.
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
25 November 2025
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal Advisor
Webber Wentzel
Important Note
Ethos Capital Shareholders are referred to the Declaration Announcement referenced in this
announcement (and accessible on Ethos Capital's website via the following link:
https://ethoscapital.mu/sens/sens-voluntary-nav-navps-and-cautionary-update-proceedings-at-the-
agm-and-declaration-of-brait-exchangeable-bonds-unbundling/) for the full disclaimers which apply
to this announcement (including the information contained herein) and are incorporated by
reference in full in this announcement, as if specifically stated.
Date: 25-11-2025 10:40:00
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