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Optasia listing, exchangeable bonds unbundling, offer for residual assets, cautionary announcement and change of CEO
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")
OPTASIA LISTING, EXCHANGEABLE BONDS UNBUNDLING, OFFER FOR RESIDUAL ASSETS,
CAUTIONARY ANNOUNCEMENT AND CHANGE OF CEO
Since November 2023, Ethos Capital's focus has been to optimally monetise its asset base in
order to return capital to its shareholders. As such, the Board of Directors of Ethos Capital (the
"Board") has been assessing options to maximise and expedite the return of capital. This has
resulted in the unbundling of Ethos Capital's stake in the Brait Ordinary Shares and the sale of
certain underlying assets in the Company's portfolio. Since listing, proceeds of R1.3 billion
have been received from the disposal of 15 assets and these proceeds have been utilised to
repay the Company's debt and to undertake share repurchases.
The Board has received an unsolicited offer which together with the Optasia listing and the
unbundling of the Brait Exchangeable Bonds potentially allows for a potential holistic solution to
return capital to shareholders and the eventual wind down of Ethos Capital over the short to
medium term.
OPTASIA LISTING
Shareholders are referred to the announcement published by Optasia on the Stock Exchange
News Service ("SENS") on 30 October 2025, in which Optasia announced that it had
successfully placed c.342.4 million shares at a price of R19.00 per share (the "Listing Price").
As a result, Optasia will be listed on the Johannesburg Stock Exchange ("JSE") on Tuesday, 4
November 2025.
As part of the listing, Ethos Optasia Consortium SPV (the special purpose vehicle which holds
Ethos Capital's indirect interest in Optasia) will sell 26.4% of its shares at the Listing Price. As a
result of the primary issuance by Optasia and the sale by Optasia shareholders, Ethos Capital's
indirect interest in Optasia will reduce from 6.5% to 4.5% and R370 million of gross proceeds
will be realised by the Company.
The Listing Price reflects a premium to the current Net Asset Value ("NAV") of Optasia in Ethos
Capital's results for the year ended 30 June 2025. Based on the Listing Price, Ethos Capital's
NAV per Share ("NAVPS") would increase from R8.57 as at 30 June 2025 to an implied R9.39 per
share.
Adjusted NAV
R'million Audited post Optasia's
(unless otherwise stated) 30 June 2025 listing
Optasia 1,214 1,053
Brait Exchangeable Bonds 176 176
Residual assets 981 981
Total asset value 2,371 2,210
Net debt (177) 193
Net asset value 2,194 2,403
NAVPS - Rand 8.57 9.39
BRAIT EXCHANGEABLE BONDS ("Exchangeable Bonds")
As announced in the Ethos Capital financial results for the year ended 30 June 2025 (published
on SENS on 25 September 2025), and based on the recommendation of the Investment Advisor,
the Board has decided to unbundle all of the Exchangeable Bonds held by the Company to
Ethos Capital shareholders. For every 100 shares held in Ethos Capital at the relevant time,
shareholders will receive c. 0.08680 Exchangeable Bonds, based on the current number of
shares in issue. This equates to a current implied value of c.R0.74 per Ethos Capital share.
The Board expects to implement the unbundling of the Exchangeable Bonds as soon possible
this year, following receipt of the requisite confirmation or approval of the Financial Surveillance
Department of the South African Reserve Bank ("FinSurv Approval"). A further SENS
announcement will be issued by Ethos Capital setting out the implementation timetable for the
unbundling of the Exchangeable Bonds once FinSurv Approval is obtained.
The current market value of the Exchangeable Bonds is R850 per Exchangeable Bond
representing a 7.6% premium to the Ethos Capital valuation as at 30 June 2025 and, in
aggregate, the current value of the Exchangeable Bonds is R189 million.
OFFER FOR RESIDUAL ASSETS
The Board has received an unsolicited Non-Binding Offer ("NBO") from a large South African
financial institution (the "Party") to acquire the residual assets ("Residual Assets") that Ethos
Capital owns (effectively all of the assets other than Ethos Capital's interest in and exposure to
Optasia and the Exchangeable Bonds) (the "Transaction") which, following thorough evaluation,
it is presently considering favourably .
The NBO is subject to a number of conditions which are customary for transactions of this
nature including:
• agreement on the proposed Transaction structure to the satisfaction of the Party;
• the requisite internal approvals of the Party being obtained;
• the full reinvestment of proceeds of the Transaction by key members of the Investment
Advisor and agreement on appropriate incentive and co-investment mechanisms;
• the execution of relevant legal documentation, in a form and substance satisfactory to
the Party, and all conditions precedents thereto being unconditional to the satisfaction
of the Party; and
• all requisite regulatory and other approvals and consents required for the
implementation of the Transaction being obtained.
The NBO values the Residual Assets at R626 million which reflects a discount of 29% to the NAV
of these assets of R881 million. The Board believes that the implied discount is less than the
average discount to NAV achieved in secondary sales processes for private equity assets in
emerging markets. The implied discount to NAV is also less than the 3- and 5-year average
discount at which Ethos Capital shares have traded on the JSE to NAV of 34% and 36%
respectively.
Based on guidance received from Ethos Capital shareholders, the Board has been assessing a
number of options to optimise the return of capital to shareholders and ultimately to wind up
the Company. Having concluded the unbundling of the Brait Ordinary Shares, the Optasia sell
down and the sale of eight investments over the past 3 years, the proposed unbundling of the
Exchangeable Bonds and as the Company's asset portfolio continues to reduce through
ongoing disposals, the size and relevance of Ethos Capital as an investment holding company
will be impacted. This will affect liquidity and investor interest in the Company and will likely
result in the Company trading at an increasing discount to NAV.
The sale of the Residual Assets would result in a reduction in the operating costs of the
Company which are currently R10 million per annum, as well as a saving in management and
performance fees payable to the Investment Advisor. Taking into account the total cost saving
compared to a run-down scenario, which is estimated to be R87 million, this would imply an
effective discount to NAV of 19% for the Residual Assets.
The Board believes that a sale of the Residual Assets would represent a better solution for Ethos
Capital shareholders when compared to a protracted run down of the residual portfolio.
As an Investment Holding Company, there is no regulatory requirement for Ethos Capital
shareholder approval for the Transaction. The Board is minded to pursue the Transaction but
has decided to first solicit the input of the Company's largest shareholders prior to taking a final
decision. Therefore, there can be no certainty that the Transaction will proceed on the terms
contemplated in this announcement, or at all.
A sale of the Residual Assets would leave the Optasia stake as the only remaining asset in Ethos
Capital. The stake will be optimally monetised over time after the six-month lock up period post
the Optasia listing.
Impact on Ethos Capital shareholders
The impact on Ethos Capital shareholders of the post 30 June 2025 transactions, including the
Optasia Initial Public Offering ("IPO"), and the potential Transaction is set out below:
Impact of Optasia
Audited post 30 June Adjusted IPO Value per
R'million 30 June 2025 NAV sell- Impact of share
(unless otherwise stated) 2025 transactions 31 Oct 2025 down Transaction (Rand)
Optasia 1,214 209 1,423 (370) 1,053 4.11
Exchangeable Bonds 176 13 189 189 0.74
Residual assets 981 (100) 881 - -
Offer value 626 2.45
Total asset value 2,371 2,493 1,868
Net debt (177) 100 (77) 370 293 1.14
Net asset value 2,194 2,416 2,161 8.44
Ordinary shares – number 256.0 256.0 256.0
NAVPS - Rand 8.57 9.44 8.44
Notes:
1. Optasia adjustments represent the increase in value based on the Listing Price at the current ZAR : US$ exchange rate of
R17.35 and the disposal of shares in the Optasia IPO
2. The Exchangeable Bond adjustment reflects the mark to market of the Exchangeable Bonds to the current market price
3. Residual Asset adjustments reflect the proceeds from the MTN Zakhele Futhi and iKhokha realisations
Including the proceeds of the Transaction, this implies an expected total potential value to
Ethos Capital shareholders of R8.44 per Ethos Capital share. This reflects a 10.6% discount to
the Adjusted NAV as detailed in the above table and a c.14% premium to the Ethos Capital
share price on the day prior to this announcement.
Ethos Capital shareholders would retain their current stake in the Company which holds the
indirect interest in Optasia. Based on the Listing Price of R19.00 per Optasia share, the implied
unrealised value of the indirect stake would be R4.11 per Ethos Capital share.
In addition, Ethos Capital shareholders would receive the following:
• Unbundled Exchangeable Bonds valued at c. R0.74 per Ethos Capital share;
• Cash proceeds of R2.45 per Ethos Capital share from the disposal of the Residual
Assets; and
• An implied distribution of R1.14 per Ethos Capital from the proceeds of the Optasia
share sale (post settlement of the adjusted Ethos Capital net debt of R77 million).
Proceeds from the Transaction would be dependent on the completion of the Transaction, with
shareholders to be updated following the engagement outlined above.
CAUTIONARY ANNOUNCEMENT
Given the NBO and the ongoing considerations, Ethos Capital shareholders are advised to
exercise caution when dealing in the Company's securities until a further announcement is
made.
CHANGE OF CHIEF EXECUTIVE OFFICER
Ethos Capital's Chief Executive Officer ("CEO), Anthonie de Beer, has tendered his resignation
to the Board and is pursuing another opportunity with a reputable South African company. The
Board would like to thank Anthonie for his many years of service to Ethos Capital and his role in
driving the unlock of shareholder value.
Jonathan Matthews has been appointed by the Board as CEO and will assume the role
immediately ensuring a seamless transition. Jonathan has been a Partner at the Investment
Advisor, Ethos Private Equity, for 11 years, prior to which he was at Actis for eight years.
Jonathan has extensive private equity and investing experience and the Board welcomes him to
his new role.
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
3 November 2025
Sponsor
RAND MERCHANT BANK, (A division of FirstRand Bank Limited)
Disclaimer
The financial information on which this announcement is based is the responsibility of the Board and has been prepared for
illustrative purposes only. Such information has not been audited, reviewed, or reported on by the Company's external
auditors.
Date: 03-11-2025 07:30:00
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