Update in respect of the Proposed Transactions by Ecsponent
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: ECS - ISIN: ZAE000179594
Debt Issuer Code: ECSP
(“Ecsponent” or “the Company”)
UPDATE IN RESPECT OF THE PROPOSED TRANSACTIONS BY ECSPONENT
Shareholders are referred to the terms announcement released on SENS dated 29 June 2018,
in which they were, inter alia, advised that:
a) Ecsponent Treasury Services Proprietary Limited, a wholly owned subsidiary of
Ecsponent, has entered into an acquisition agreement to subscribe for 100% of the
issued ordinary shares of Pink Orchid Limited, an investment holding company yet to
be incorporated, from Purple Orchid Limited, a wholly owned subsidiary of Ecsponent
Capital (RF) Limited, a related party, for a total consideration of R280 million;
b) Ecsponent has entered into a subscription agreement with Invest Solar Africa Limited
(“Invest Solar Africa”), a related party, in terms of which the Company has agreed to
subscribe for a maximum of 40 000 000 shares in Invest Solar Africa at a subscription
price of BWP1.00 (one Botswana Pula) per share, pursuant to a private placement of
c) Ecsponent has entered into an underwriting agreement with Invest Solar Africa, in
terms of which Ecsponent has agreed to underwrite and subscribe for all the shares in
Invest Solar Africa which are not taken up during the initial public offering of Invest
Solar Africa pursuant to the listing of its ordinary shares on the Venture Capital Board
of the Botswana Stock Exchange; and
d) Ecsponent has entered into an investment management agreement with MHMK
Capital Botswana Limited (“MHMK Capital”), a related party, which is controlled by
George Manyere, a material shareholder and a non-executive director of the Company,
in terms of which MHMK Capital will manage the portfolio of assets and investments
owned by Ecsponent Limited incorporated in Botswana a wholly owned subsidiary of
(collectively “the Transactions”).
Shareholders were also advised that a circular, containing details of the Transactions, would
be distributed to shareholders in due course (“the Circular”).
Shareholders are advised that a delay has been encountered due to the finalisation of certain
financial information of the target companies, which is required to be included in the Circular.
The JSE has, upon written request by the Company, granted the Company an extension of
the 60 day rule pursuant to paragraph 9.20(b) of the JSE Listings Requirements, allowing the
Company to dispatch the Circular in respect of the Transactions to shareholders by no later
than 15 October 2018.
28 August 2018
Sponsor and Corporate Advisor
Questco Corporate Advisory (Pty) Ltd
Questco Proprietary Limited
Date: 28/08/2018 02:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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