Wrap Text
Unaudited interim results for the six months ended 31 December 2018
EPE CAPITAL PARTNERS LTD ("ETHOS CAPITAL" OR "THE COMPANY")
INCORPORATED IN THE REPUBLIC OF MAURITIUS
REGISTRATION NUMBER: C138883 C1/GBL
ISIN: MU0522S00005
SHARE CODE: EPE
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2018
INTRODUCTION
EPE Capital Partners Ltd is an investment holding company, registered and incorporated in Mauritius as a public company.
It is listed on the Johannesburg Stock Exchange ("JSE") and offers shareholders long-term capital appreciation by making
commitments and investments into Funds or Direct Investments that are managed by Ethos Private Equity (Pty) Limited
("Ethos"), providing the Company with largely indirect exposure to a diversified portfolio of unlisted private equity type
investments ("Portfolio Companies"). The "Group" refers to the consolidated results of the Company and its subsidiary.
A. INTERIM RESULTS ANNOUNCEMENT
KEY HIGHLIGHTS
- R0.6 billion invested during the period into three new Portfolio Companies, increasing invested capital at 31 December 2018
to R1.3 billion (c.69% of total assets)
- A further two transactions were signed pre 31 December 2018, which, upon completion, will increase invested capital to
c.81% of total assets and the underlying exposure to 17 Portfolio Companies
- Group NAVPS increased to R11.16 with total assets at R1.9 billion
- Commitments to Ethos Funds and Direct Investments increased significantly to R3.2 billion
PERFORMANCE REVIEW
Overview
The economic conditions across sub-Saharan Africa have remained mixed in the period since June 2018.
South Africa's GDP growth has remained muted along with consumer confidence and spending. Whilst there appears to be
wide-spread support for the policy initiatives established by Cyril Ramaphosa and the ANC government, there is a recognition
that the structural reforms required will take time to bear fruit and positively impact the growth trajectory of the
economy.
In contrast, the strong GDP growth rates of some of the other countries in sub-Saharan Africa have provided a strong
platform for growth in key sectors of the economy. Enhanced policy certainty has been a key focus for many of these
countries, which has resulted in above-average direct foreign investment and corresponding economic growth.
Across its Funds, Ethos has focused on investments in those regions, sectors and companies that have the propensity to
benefit from geographic and sector tailwinds.
Despite (or as a result of) the volatility and outlook uncertainty, the number of investable opportunities across the
region at reasonable valuations has been significantly higher than average. As one of the few African-based private equity
firms with capital to invest, Ethos has assessed a vast number of investment opportunities in the past twelve months.
This has resulted in seven transactions across its managed funds totalling R4.1 billion. We believe that investing patiently
behind businesses with a sustainable right to win and strong management teams, will deliver long-term value creation for
investors. Selecting the right sectors and companies and incentivising and empowering management teams to deliver on the
chosen strategy has proven to be a successful strategy for Ethos through many previous cycles. Having the conviction to
invest at difficult points in any economic cycle often delivers the best return for investors.
In addition, Ethos has focused much of its efforts on improving the fundamentals of and outlook for its Portfolio Companies
and positioning these businesses to benefit from an improved macroeconomic outlook.
Many of the Portfolio Companies have undergone significant financial and operational restructuring in the past year to
ensure they are optimally positioned for growth. Some of the Portfolio Companies have undertaken major transformational
strategic transactions which have significantly changed their position in their respective markets. The Funds have
continued to invest behind value-enhancing strategic projects and follow-on acquisitions to provide the Portfolio Companies
with scale and new growth adjacencies.
Three transactions were completed in the period between 30 June and 31 December 2018. Another two transactions have been
signed pre December 2018 and are expected to complete in April and May 2019 respectively. Upon completion, Ethos Capital's
invested capital will increase to 81% of the Company's total assets across 17 portfolio companies. This is a significant
milestone for the business and, with a value-weighted average age of the portfolio of only 0.9 years, investors should
start to see the benefit of the value-accretive strategies that have been deployed behind the portfolio.
Ethos Mid Market Fund I
Ethos Capital has a R950 million commitment to Ethos Mid Market Fund I ("EMMF I"), which has a committed capital base of
R2.5 billion. The Fund has a relatively unique position as a B-BBEE entity and the Fund's pipeline of transactions
continues to be very pleasing.
Since 30 June 2018, EMMF I completed an investment in Gammatek, the largest distributor of mobile device accessories and
low-technology consumer products in sub-Saharan Africa, and signed a conditional agreement for a sizeable bolt-on
acquisition for Echotel. EMMF I also announced the acquisition of the analytics businesses Wearcheck, Amis and Set Point
out of Torre Industries Limited ("Torre") in November 2018; this acquisition is expected to complete in April 2019. EMMF I's equity
requirement for the transaction was R235 million, of which Ethos Capital contributed R93 million.
Valuations in the mid market space have remained reasonable and the Fund's B-BBEE credentials have provided a competitive
advantage in sourcing such opportunities.
Ethos Mezzanine Partners Fund 3
The pipeline of opportunities for Ethos Mezzanine Partners Fund 3 ("EMP 3") remains very strong, with particular
application of the mezzanine product to growth opportunities in sub-Saharan Africa for investee companies looking to access
growth capital. In August 2018, the Fund made its first investment into Chibuku Products, a FMCG company in Malawi
previously owned by SAB Miller. The Fund has a number of potential transactions at an advanced stage of due diligence.
Ethos Fund VI
Ethos Fund VI ("EF VI") concluded a number of transactions (both new acquisitions and bolt-on investments by the Portfolio
Companies) during the period to complete the Fund's investment programme.
Whilst Ethos Capital's commitment to Ethos Fund VI is relatively small (US$10m), the Company has added to their exposure by
making a number of Direct Investments alongside the Fund, including Primedia and Vertice.
Ethos Healthcare Platform
The Ethos Healthcare Platform ("EHP") has continued to invest behind the buy-and-build strategy for Vertice, a medical
technology ("MedTech") business that it acquired in May 2018. The Company has acquired two complementary MedTech businesses
and is in advanced discussions with other acquisition targets to create a market-leading, scaled supplier of high-end
medical devices. Ethos Capital has invested R37 million into the platform to date.
Ethos Fund VII
Ethos Fund VII ("EF VII") is the successor growth buy-out fund for EF VI (which is now fully invested) and had its first
close in October 2018.
The Fund completed its first investment into Channel Vas, an airtime credit service provider with operations and contracts
with Mobile Network Operators across 28 countries in Africa. In addition, Ethos Capital participated further in Channel
Vas, through its investment into the Ethos Direct Investment Partnership ("EDI").
EF VII also signed an agreement to acquire an investment (alongside EMMF I) into Echotel, to facilitate the company's
acquisition of Gondwana. Gondwana will provide in country presence and a platform across 9 sub-Saharan African countries,
which will provide the business with the scale and service offering to compete successfully in the Corporate ISP space
across the continent. This investment is expected to close in May 2019.
Ethos Capital has committed R1.25 billion as a first close investor to EF VII.
Ethos Ai Fund I
The Ethos Ai Fund I ("EAiF I") has been established as a co-investment vehicle which will invest alongside other Ethos
Funds in businesses that will benefit from the adoption and implementation of algorithmic decision making. The Fund had its
first close in October 2018 and has invested alongside EF VII in Channel Vas, and alongside the EHP in Vertice.
The Fund is exploring a number of interesting data-driven transactions, some of which are at advanced stages.
Ethos Capital has committed R150 million as a first close investor to EAiF I.
Invested NAV
As at 31 December 2018, Ethos Capital had invested 69% of its net asset value ("NAV").
In addition, binding conditional agreements for two further transactions have been entered into which will result in 81% of
the Company's NAV having been invested.
Post the completion of these transactions, Ethos Capital will have invested in excess of R1.5 billion across a portfolio of
17 private companies with a combined EBITDA of more than R5 billion (excluding the results of the MTN Group).
Underlying NAV performance
At a Group level, the NAVPS increased to R11.16 as at 31 December 2018.
The underlying growth in the portfolio on a consolidated basis has been relatively muted. This has been driven by the
underperformance of a number of assets, including MTN Zahkele Futhi, Eazi Access and Twinsaver - which have offset
relatively strong performances from the likes of Primedia, Kevro, Eaton Towers and RTT.
The operating environment in South Africa remains challenging. EBITDA across the portfolio remained relatively flat, with
the inflationary impact negating many of the cost-optimisation initiatives undertaken by the Portfolio Companies. Subdued
investment and construction activity negatively impacted industrial services companies such as Eazi Access and Waco, which
managed to maintain and grow market share, albeit in a shrinking construction sector. Subdued consumer demand and pressure
on retailers had an adverse impact on Twinsaver's business; however, the acquisitions made by the company over the past two
years have continued to perform well.
Strong growth was seen across the Portfolio Companies with exposure to sub-Saharan Africa's growth markets, including
Eaton Towers and Channel Vas. The outlook for these companies remains positive and a number of the acquisition opportunities
currently being assessed by the various Funds have strong sub-Saharan African presence and opportunities.
Maximising long-term shareholder returns
The objective of the Board of Ethos Capital is to maximise long-term, sustainable returns for investors. As part of that
strategy, the Company repurchased to date a total of 9 000 000 shares, representing 5.0% of the Company's unencumbered
issued A Ordinary Shares. The Board is conscious of the prevailing share price discount to NAV and is assessing
opportunities to address the discount and maximise value for shareholders.
By nature, private equity is a long-term investment, requiring long-term thinking and a patient strategy. Ethos Capital
remains confident of its ability to generate sustainable, market-leading returns - through the cycle - for its investors.
B. PRESENTATION
Ethos Capital will host a webcast presentation at 10h00 am on Tuesday 26 March 2019 covering the results relating to the
six months ended 31 December 2018 and the current outlook. A copy of the presentation will be available for download on
the Company's website at http://www.ethoscapital.mu/investors1/reports-results/
Participants should please register in advance for the webcast by clicking on this link:
https://services.choruscall.eu/links/ethos190326.html
Participants who rather want to join telephonically need to click on this link:
http://www.diamondpass.net/2454008
C. REVIEW OF THE INVESTMENT PORTFOLIO AND RETURNS
Group NAV
At 31 December 2018, the Group increased its NAVPS to R11.16. The Group NAV remained largely unchanged at R1.8 billion,
with a further R28 million of share buy-backs completed; these shares are held as treasury shares.
The Group's unlisted investment portfolio increased significantly from R0.7 billion at 30 June 2018 to R1.3 billion at
31 December 2018, representing 69% of the Group's total assets. Including transactions that are signed but not yet completed,
invested capital constitutes 81% of the Group's total assets.
An analysis of the movements in the Group's NAV and NAVPS are detailed below:
NAV NAVPS
R'000 Cent
At 30 June 2018 1,772,751 11.00
Net return on Temporary Investments 31,457 0.20
Return on investment portfolio 2,179 0.01
Share buy-backs (28,086) 0.08
Operating expenses (4,951) (0.03)
Legal and professional fees (6,069) (0.04)
Fees paid to Ethos (7,305) (0.05)
Taxation (2,346) (0.01)
At 31 December 2018 1,757,630 11.16
The investment portfolio has a value-weighted average hold-period of only 0.9 years with many of the Portfolio Companies
in the early stages of their investment period. It is anticipated that growth of the portfolio should increase as the
underlying Portfolio Companies start to benefit from the strategic and operational interventions that the management teams
are implementing into this relatively "young" portfolio.
Temporary Investments (largely a portfolio of government bonds and liquid NCDs) delivered a net return of 7.1%.
Legal and professional fees of R6.1 million were incurred during the year, predominantly on direct transaction related fees
and some Fund establishment fees. Other expenses totalled R5.0 million which included Directors' emoluments (R2.1 million)
and other operating expenses such as audit, listing and administrative costs. The fees payable to Ethos totalled
R7.3 million. These include advisory fees on Primary and Direct Investments (R6.7 million), and management fees on
Temporary Investments. In addition, R0.7 million was payable to Ashburton Fund Managers Proprietary Limited ("Ashburton")
for managing the portfolio of Temporary Investments; this was offset against the return on Temporary Investments.
Further details on expenses are provided in note 13 of the Notes to the Condensed Interim Financial Statements.
Investment Portfolio
At 31 December 2018, the investment portfolio and invested capital of the Company consisted of the following Fund and
Direct Investments:
Investments Cost Valuation % of Group
total assets
R'000 R'000
Primary/Secondary Investments
EMMF I 434,797 407,195 21.4
EF VII 254,322 257,659 13.6
EF VI 97,722 100,223 5.3
EAi FI 62,559 63,535 3.3
EMP 3 44,235 49,144 2.6
EHP 36,833 38,971 2.1
Direct Investments
Primedia (1) 162,046 190,511 10.0
Kevro (2) 97,710 107,483 5.7
Channel Vas (3) 85,390 86,510 4.5
Total invested capital 1,275,614 1,301,231 68.5
(1) Investment in Primedia Group (Proprietary) Ltd
(2) Investment in Kevro Holdings (Proprietary) Limited, held through the Ethos Mid Market Direct Investment Partnership ("EMMF D")
(3) Investment in Channel Vas Investments Ltd BVI, held through EDI
During a very active first six months of the financial year, the Company invested R0.6 billion into three new underlying
Portfolio Companies and participated in further capital calls of existing Funds and Direct Investments.
EMP 3 invested in Chibuku Products, a FMCG company previously owned by SAB Miller and based in Malawi, in August 2018;
Ethos Capital's contribution was R44 million. In October 2018, EMMF I completed its seventh investment, Gammatek, the
largest distributor of mobile phone accessories and low-technology components in South Africa. As one of the larger
investors in the Fund, Ethos Capital contributed R98 million to this investment.
In addition, Ethos Capital invested a further R24 million into the existing Portfolio Companies of EMMF I and R15 million
into EF VI, which included the SoftBev acquisition by The Beverage Company.
The EHP completed a bolt-on acquisition of Haemotec, a complementary business for Vertice in the MedTech space which
consolidated its position in this new market. Through its investment in EHP, EF VI and EAiF I, Ethos Capital has to date
invested R37 million into the platform.
The largest investment completed during the six-month period, was Channel Vas, an airtime credit service provider with
extensive sub-Saharan business. As a first-close investor in EF VII and EAiF I, and through its Direct Investment in EDI,
Ethos Capital invested R386 million into this exciting investment opportunity.
Post period-end transactions
An agreement was signed in September 2018 to facilitate the acquisition by Echotel of Gondwana, a pan sub-Saharan African
ISP, which will provide Echotel with a broad coverage and product-offering in nine key sub-Saharan countries. Upon
completion, which is expected in May 2019, EMMF I and EF VII will invest a combined R270 million (Ethos Capital's share of
invested capital will be R151 million).
In November 2018, it was announced that a consortium, consisting of EMMF I and Apex Partners, has made an offer to acquire
and delist Torre. EMMF I is expected to acquire the Torre Analytical Services businesses within the Torre group, including Wearcheck,
Set Point and Amis for c.R235 million (Ethos Capital's contribution will be R93 million).
Including the above two transactions and other further investments into Funds, Ethos Capital's updated invested capital is
over R1.5 billion, c.81% of the Group's total assets.
Realisations
During the six months to 31 December 2018, the Company received interest and dividend distributions of R8 million, from the
underlying investments in Kevro and Primedia.
Underlying Portfolio Companies
The Ethos Funds - making up Ethos Capital's investment portfolio - invest in a diversified pool of unquoted investments
(Portfolio Companies) and provide the Company with largely indirect exposure to the Fund's underlying investments. At 31
December 2018, the investments, constituting 68.5% of the Group's total assets, consisted of the following 16 companies:
Name Fund Business description Year* % of NAV
Channel Vas EF VII / EAiF I / EDI FinTech service provider 2018 20.6
Kevro EMMF I / EMMF D Corporate clothing and gifting 2017 10.7
Primedia EF VI / Direct Media 2017 10.7
Gammatek EMMF I TMT accessory distribution 2018 5.2
Autozone EF VI / EMMF I Automotive parts retailer & wholesaler 2014 4.5
Twinsaver EF VI / EMMF I Manufacturing (FMCG) 2015 3.9
Vertice EHP MedTech 2018 3.0
Chibuku EMP 3 Brewing and distribution 2018 2.6
Eazi Access EF VI / EMMF I Industrial support services 2016 1.9
Echotel EMMF I Corporate ISP 2018 1.4
MTN Zakhele Futhi EMMF I Telecommunications 2017 1.1
The Beverage Company EF VI Carbonated drinks manufacturer 2017 0.9
Eaton Towers EF VI Telecoms towers 2015 0.7
Waco International EF VI Industrial support services 2012 0.6
RTT EF VI Logistics 2014 0.4
Neopak EF VI Paper and packaging 2015 0.3
68.5
* Initial acquisition date by Ethos Fund
Portfolio Company contribution and performance
Ethos Capital's investment portfolio at 31 December 2018 provides exposure to 16 Portfolio Companies that in aggregate
(excluding the results of the MTN Group) have sales of over R26 billion and EBITDA of more than R5 billion. The Portfolio
Companies span a number of sectors providing diversified portfolio exposure.
Including the acquisitions entered into but not yet completed at 31 December 2018, the contribution of each underlying
Portfolio Company and net Temporary Investments to the Company NAV of R1.9 billion is as follows:
Other (*) 3%
MTN Zakhele Futhi 1%
Eazi Access 2%
Chibuku 3%
Vertice 3%
Twinsaver 4%
Autozone 4%
Torre 5%
Gammatek 5%
Echotel 9%
Primedia 11%
Kevro 11%
Channel Vas 20%
Temporary Investments 19%
100%
* Representing exposure to five smaller Portfolio Companies in EF VI
Commitments
Ethos Capital's Investment Strategy is to make investment commitments into Funds managed by Ethos, through a combination
of Primary, Direct and Secondary Investments, or making commitments to Direct Investments. Ethos Capital made commitments
to Ethos Funds during the past six months, thereby almost doubling its commitments by 31 December 2018.
In September 2018, it made respective first close commitments to the core Ethos buy-out Fund, EF VII, of R1.25 billion,
and R150 million to EAiF I. In addition, it made a Direct Investment of R100 million into Channel Vas.
At 31 December 2018, the Company's initial and undrawn commitments respectively, were as follows:
Name Vintage Original Undrawn
R'000 R'000
Primary/Secondary Investments
EF VII 2018 1,250,000 994,060
EMMF I 2016 950,000 500,506
EMP 3 2018 250,000 204,718
EAi FI 2018 150,000 87,050
EF VI 2016 141,825 20,333
EHP 2018 38,000 1,167
Direct Investments
Primedia 2017 171,105 3,663
Kevro 2017 100,000 -
Channel Vas 2018 100,000 13,939
Commitments at 31 December 2018 3,150,930 1,825,436
As at 31 December 2018, Ethos Capital had liquid resources of R0.6 billion to meet its outstanding commitments.
In addition, the Company has agreed the terms of a four-year revolving credit facility with Rand Merchant Bank ("RMB")
that, if activated, will provide access to c. R0.6 billion of additional resources for the Company.
Share price analysis
Ethos Capital's share price as at 31 December 2018 was R7.80 which represented a 30% discount to the 31 December 2018 Group
NAV. On average over the six-month period, 3.0% of the issued A Ordinary Shares traded per month and the average discount
to NAV was c.29%.
As part of its strategy to enhance shareholder value, the Company has continued to repurchase shares which are held in
treasury. During the six-months to 31 December 2018, the Company acquired a further 3,600,000 of its shares, bringing the
total shares held in treasury to 9,000,000, or 5% of the unencumbered issued A Ordinary shares. The Board will continue to
monitor the Company's share price performance and the discount to NAV and assess ways to optimise long term shareholder
value.
Portfolio Company valuation analysis
The NAV of each Fund is derived from the valuations of the underlying Portfolio Companies which are prepared in accordance
with International Private Equity and Venture Capital Guidelines ("IPEV Guidelines"). Valuations are performed quarterly,
audited semi-annually and approved by each Fund's Advisory Boards. The IPEV Guidelines set out best practice where private
equity investments are reported on at fair value.
As at 31 December 2018, the Ethos Capital portfolio of investments was valued at a value-weighted average EV/EBITDA
multiple of 7.6x. This average EV/EBITDA multiple was at an average discount of 27% compared to the equivalent multiple of
the Portfolio Companies' peer groups. The value-weighted average Net Debt/EBITDA of the portfolio was 1.3x. Including the
impact of the post year-end transactions, the EV/EBITDA multiple decreased to 7.5x and the Net Debt/EBITDA multiple
increased to 1.5x.
D. UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
RESPONSIBILITY
The Board of Directors take full responsibility for the preparation of the unaudited Condensed Interim Financial Statements
for the six months ended 31 December 2018 and which were approved by the Board on 25 March 2019.
BASIS OF PREPARATION
These Condensed Interim Financial Statements have been prepared in accordance with and contains the information required
by: IAS 34: Interim Financial Reporting; the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee; the Financial Pronouncements as issued by the Financial Reporting Standards Council; the Listings Requirements
of the JSE; and the requirements of the Mauritius Companies Act 2001 in so far as applicable to Category 1 Global Business
Licensed companies.
The accounting policies applied in the preparation of these Condensed Interim Financial Statements are, where applicable to
the prior financial year, consistent in all material respects with those used in the prior financial year and with IFRS.
These Condensed Interim Financial Statements were compiled under the supervision of the Chief Financial Officer,
Mr Jean-Pierre van Onselen, CA (SA).
CONDENSED INTERIM FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF FINANCIAL POSITION
AT 31 DECEMBER 2018
Group Company
Unaudited Audited Unaudited Audited
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
Notes R'000 R'000 R'000 R'000 R'000 R'000
Assets
Non-current assets
Unlisted investments at fair value 5 1 301 231 729 690 711 925 1 301 231 729 690 711 925
Total non-current assets 1 301 231 729 690 711 925 1 301 231 729 690 711 925
Current assets
Other assets and receivables 461 2 588 993 460 2 586 991
Money market investments at fair value 6 594 307 1 160 271 1 188 435 594 307 1 160 271 1 188 435
Cash and cash equivalents 3 673 26 249 13 414 3 198 25 782 12 943
Total current assets 598 441 1 189 108 1 202 842 597 965 1 188 639 1 202 369
Total assets 1 899 672 1 918 798 1 914 767 1 899 196 1 918 329 1 914 294
Equity and liabilities
Capital and reserves
Issued capital 7 1 555 945 1 612 668 1 584 031 1 690 945 1 747 668 1 719 031
Retained earnings 201 685 166 341 188 720 201 685 166 341 188 720
Total equity 1 757 630 1 779 009 1 772 751 1 892 630 1 914 009 1 907 751
Non-current liabilities
Borrowings 8 127 873 122 326 122 881 - - -
Other financial liabilities 9 7 604 13 143 12 592 - - -
Total non-current liabilities 135 477 135 469 135 473 - - -
Current liabilities
Other liabilities and payables 5 249 3 657 5 504 5 250 3 657 5 504
Current tax liabilities 1 316 663 1 039 1 316 663 1 039
Total current liabilities 6 565 4 320 6 543 6 566 4 320 6 543
Total equity and liabilities 1 899 672 1 918 798 1 914 767 1 899 196 1 918 329 1 914 294
Net asset value 1 757 630 1 779 009 1 772 751 1 892 630 1 914 009 1 907 751
Net asset value per share (Rand) 15.2 11.16 10.82 11.00 11.07 10.76 10.93
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 DECEMBER 2018
Group Company
Unaudited Audited Unaudited Audited
Six months Six months Six months Six months
ended ended Year ended ended ended Year ended
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
Notes R'000 R'000 R'000 R'000 R'000 R'000
Income
Changes in fair value of investments
through profit and loss 10 2 179 28 511 24 568 2 179 28 511 24 568
Investment income 11 32 384 53 669 96 947 32 378 53 661 96 934
Net fair value losses 12 (289) (201) (229) (289) (201) (229)
Total income 34 274 81 979 121 286 34 268 81 971 121 273
Expenses
Investment-related fees 13.1 (7 937) (7 240) (16 629) (7 937) (7 240) (16 629)
Legal and consultancy fees 13.2 (6 069) (4 641) (6 264) (6 069) (4 641) (6 264)
Other operating expenses 13.3 (4 953) (4 362) (8 271) (4 951) (4 361) (8 269)
Finance costs 13.4 (4) (7) (11) - - -
Total expenses (18 963) (16 250) (31 175) (18 957) (16 242) (31 162)
Profit before tax 15 311 65 729 90 111 15 311 65 729 90 111
Income tax expense (2 346) (1 455) (3 458) (2 346) (1 455) (3 458)
Profit for the period/year 12 965 64 274 86 653 12 965 64 274 86 653
Other comprehensive income
for the period/year - - - - - -
Total comprehensive income
for the period/year 12 965 64 274 86 653 12 965 64 274 86 653
Earnings per share
Basic and diluted earnings
per share (Rand) 15.1 0.08 0.39 0.53 0.08 0.36 0.49
The above relate to continuing operations as no operations were acquired or discontinued during the period/year.
CONDENSED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 DECEMBER 2018
Group Company
Unaudited Unaudited
Six months ended 31 Dec 2018 Six months ended 31 Dec 2018
Share Retained Total Share Retained Total
capital earnings equity capital earnings equity
Notes R'000 R'000 R'000 R'000 R'000 R'000
Balance at 1 July 2018 1 584 031 188 720 1 772 751 1 719 031 188 720 1 907 751
Movements in treasury shares 7 (28 086) - (28 086) (28 086) - (28 086)
Profit for the period - 12 965 12 965 - 12 965 12 965
Balance at 31 December 2018 1 555 945 201 685 1 757 630 1 690 945 201 685 1 892 630
Group Company
Unaudited Unaudited
Six months ended 31 Dec 2017 Six months ended 31 Dec 2017
Notes Share Retained Total Share Retained Total
capital earnings equity capital earnings equity
R'000 R'000 R'000 R'000 R'000 R'000
Balance at 1 July 2017 1 630 012 102 067 1 732 079 1 765 012 102 067 1 867 079
Movements in treasury shares 7 (17 344) - (17 344) (17 344) - (17 344)
Profit for the period - 64 274 64 274 - 64 274 64 274
Balance at 31 December 2017 1 612 668 166 341 1 779 009 1 747 668 166 341 1 914 009
Group Company
Audited Audited
Year ended 30 June 2018 Year ended 30 June 2018
Notes Share Retained Total Share Retained Total
capital earnings equity capital earnings equity
R'000 R'000 R'000 R'000 R'000 R'000
Balance at 1 July 2017 1 630 012 102 067 1 732 079 1 765 012 102 067 1 867 079
Movements in treasury shares 7 (45 981) - (45 981) (45 981) - (45 981)
Profit for the year - 86 653 86 653 - 86 653 86 653
Balance at 30 June 2018 1 584 031 188 720 1 772 751 1 719 031 188 720 1 907 751
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 DECEMBER 2018
Group Company
Unaudited Audited Unaudited Audited
Six months Six months Six months Six months
ended ended Year ended ended ended Year ended
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Net cash used in operating activities
before investment-related activities (20 441) (21 836) (34 453) (20 445) (21 843) (34 464)
Net cash generated by investment-related
activities 38 763 55 019 83 301 38 763 55 019 83 301
Cash generated by operating activities 18 322 33 183 48 848 18 318 33 176 48 837
Net cash used in financing activities (28 086) (17 344) (45 981) (28 086) (17 344) (45 981)
Net (decrease)/increase in cash and
cash equivalents (9 764) 15 839 2 867 (9 768) 15 832 2 856
Cash and cash equivalents at the
beginning of the period/year 13 414 10 504 10 504 12 943 10 044 10 044
Effects of exchange rate changes on
the balance of cash held in foreign currencies 23 (94) 43 23 (94) 43
Total cash and cash equivalents
at the end of the period/year 3 673 26 249 13 414 3 198 25 782 12 943
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 31 DECEMBER 2018
1 General information
EPE Capital Partners Ltd ("Ethos Capital", or "the Company", or "the Group") was registered and incorporated in Mauritius
as a private company on 26 May 2016 under the Mauritian Companies Act 2001, and was converted to a public company on
15 July 2016. The Company is licensed as a Category One Global Business Company by the Financial Services Commission of
Mauritius and is designed to offer shareholders long-term capital appreciation by investing into Funds or Direct
Investments that provide the Group exposure to a diversified portfolio of unlisted private equity type investments.
2 Application of new and revised International Financial Reporting Standards ("IFRS")
The following new and revised standards and interpretations are relevant to the Group and have been adopted in these Group
(consolidated) and Company Condensed Interim Financial Statements (collectively referred to as "Condensed Interim Financial
Statements"). Their adoption has not had any significant impact on the amounts reported in these Condensed Interim
Financial Statements but may have affected the accounting and disclosure of transactions and arrangements, specifically
IFRS 9 as noted below. These standards are effective for companies with financial year-ends beginning on or after the
effective date as noted for each standard.
Standard Description/name of standard Effective date
IFRS 15 Revenue from contracts with customers 1 January 2018
IFRS 9 Financial Instruments 1 January 2018
IAS 28 Investments in Associates & Joint Ventures 1 January 2018
IFRIC 22 Foreign currency transactions and advance consideration 1 January 2018
IFRS 10 Consolidated Financial Statements and IAS 28 (amendments) 1 January 2018
Impact of initial application of IFRS 9 Financial Instruments
In the current period, the Group has applied IFRS 9 Financial Instruments (as revised in July 2014) and the related
consequential amendments to other IFRS Standards that are effective for an annual period that begins on or after 1 January 2018.
In accordance with the transition provisions of IFRS 9, the Group has elected not to restate comparative figures.
IFRS 9 introduced new requirements for the classification and measurement of financial assets and details of these new
requirements are described below.
The Company has applied IFRS 9 in accordance with the transition provisions set out in IFRS 9.
(a) Classification and measurement of financial assets
The date of initial application (i.e. the date on which the Group has assessed its existing financial assets in terms of
the requirements of IFRS 9) is 1 July 2018. Accordingly, the Group has applied the requirements of IFRS 9 to instruments
that continue to be recognised as at 1 July 2018 and at this date there were no instruments that had been derecognised.
All recognised financial assets that are within the scope of IFRS 9 are required to be measured subsequently at amortised
cost or fair value on the basis of the entity's business model for managing the financial assets and the contractual cash
flow characteristics of the financial assets.
Specifically:
- Debt instruments that are held within a business model whose objective is to collect the contractual cash flows,
and that have contractual cash flows that are solely payments of principal and interest on the principal amount
outstanding, are measured subsequently at amortised cost;
- All other debt investments and equity investments are measured subsequently at fair value through profit or loss ("FVTPL").
The Directors of the Group reviewed and assessed the Group's existing financial assets as at 1 July 2018 based on the facts
and circumstances that existed at that date and concluded that the initial application of IFRS 9 has had the following
impact on the Group's financial assets as regards their classification and measurement:
- There is no change in the measurement of the Group's investments in Fund Limited Partnerships and equity instruments
including equity loans (loans to underlying Portfolio Companies) that are held for trading and do not meet the
contractual cash flows test; those instruments were and continue to be measured at FVTPL. There are no adjustments to the
carrying amount of investments at the date of transition.
However, there were some changes to the presentation of the financial assets in the Condensed Statements of Financial
Position, Condensed Statements of Comprehensive Income and Notes to the Condensed Interim Financial Statements.
On the basis that financial instruments are measured subsequently at fair value through profit and loss, the disclosure in
the Condensed Statements of Financial Position, Condensed Statements of Comprehensive Income and Notes to the Condensed
Interim Financial Statements except as set out above, will not require any changes.
The standards issued but not yet effective for the financial year ending on 30 June 2019 that are relevant to the Group and
not implemented early, are the following:
Standard Description/name of standard Effective date
IFRS 16 Leases 1 January 2019
The Directors anticipate that these amendments will be applied in the Annual and Interim Financial Statements for the
annual periods beginning on or after the respective dates as indicated above. The Directors have not yet assessed the
potential impact of the adoption of these amendments.
3 Significant accounting policies
3.1 Basis of preparation
These Condensed Interim Financial Statements have been prepared in accordance with, and contain the information required
by: IAS 34: Interim Financial Reporting; the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee; the Financial Pronouncements as issued by the Financial Reporting Standards Council; the Listings Requirements
of the JSE; and the requirements of the Mauritius Companies Act 2001 in so far as applicable to Category 1 Global Business
Licensed companies.
The accounting policies applied in the preparation of these Condensed Interim Financial Statements are, where applicable to
the prior financial year, consistent in all material respects with those used in the prior financial year and with IFRS.
The Condensed Interim Financial Statements have been prepared under the historical cost basis except for financial
instruments and investments which are measured at fair value.
The Directors believe the Group has adequate resources to settle its obligations as and when they become due, therefore
these Condensed Interim Financial Statements have been prepared on the going concern basis.
These Condensed Interim Financial Statements were compiled under the supervision of the Chief Financial Officer, Mr Jean-
Pierre van Onselen, CA (SA), and were approved by the Board on 25 March 2019.
3.2 Basis of consolidation
The Group (consolidated) Condensed Interim Financial Statements incorporate the financial statements of the Company and its
subsidiaries.
The Group (consolidated) Condensed Interim Financial Statements incorporate the financial statements of the Company and
entities controlled by the Company. Control is achieved when the Company:
- has power over the entity;
- is exposed, or has rights, to variable returns from its involvement with the entity; and
- has the ability to use its power to affect its returns.
Subsidiaries are entities, including unincorporated entities, controlled by the Group. The Group controls an entity when it
has power over and is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity. The financial statements of subsidiaries are
consolidated from the date on which the Group acquires control, up to the date that control ceases.
When the Company has less than a majority of the voting rights of a subsidiary, it has power over the subsidiary when the
voting rights are sufficient to give it the practical ability to direct the relevant activities of the subsidiary
unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting
rights in a subsidiary are sufficient to give it power, including:
- the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
- potential voting rights held by the Company, other vote holders or other parties;
- rights arising from other contractual arrangements; and
- any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to
direct the relevant activities at the time that decisions need to be made, including voting patterns at previous
shareholders' meetings.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Group and to the non-
controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Group and to the non-
controlling interests even if this results in the non-controlling interests having a deficit balance.
There were no intercompany transactions and/or balances between the group companies that otherwise needed to be eliminated
on consolidation.
3.3 Critical judgement and accounting estimates: valuation of investments
The basis of valuation of all investments is fair value. Fair value is determined as of the end of each quarter. All
investments are valued in accordance with IFRS and the International Private Equity and Venture Capital ("IPEV") Valuation
Guidelines.
As stated above, the Group's investments mainly comprise drawn commitments into Funds, which in turn invests in Portfolio
Companies in which the Group has an indirect interest.
The General Partners of these Funds provide quarterly NAV statements as calculated from the Investment Advisor's
valuations, which the Directors of the Group use to determine the fair value of a Fund. The Investment Advisor's valuations
as prepared in December, are audited annually by its auditor and, its valuations as prepared in June, are audited by the
Group's auditor.
The Investment Advisor determines the individual fair value of each Fund's underlying Portfolio Companies and the Fund's
NAV at the end of each quarter and the June and December valuations and NAV are approved by its Board of Advisors. The
policy of the Investment Advisor to determine the fair value of the Portfolio Companies, which is in accordance with the
IPEV Valuation Guidelines, is noted below.
Initially, and for a limited period after the acquisition date of an investment, the "Price of Recent Investment" method is
generally used. At each reporting date after the initial acquisition date, an assessment is made as to whether subsequent
changes or events necessitate a change in the fair value of the investment. If so, an "Earnings multiple" methodology is
generally applied, although other methods are available and might be considered more appropriate.
In terms of the 'Earnings multiple' method, an appropriate and reasonable valuation multiple is applied to the maintainable
earnings of the investment. For each investment an "Earnings before interest tax depreciation and amortisation" ("EBITDA") or
an "Earnings before interest after tax" ("EBIAT") multiple is generally considered appropriate to determine the enterprise
value for the investment. In deriving a reasonable valuation multiple, the Investment Manager develops a benchmark
multiple, generally with reference to the multiples of comparable publicly traded companies adjusted for finance costs
(i.e. multiples have been de-geared). The benchmark multiple is further adjusted for points of difference relating to risk
profile (geographic, operational, financial, liquidity factors, and growth prospects).
Maintainable earnings are typically based on historical earnings figures that are considered to be appropriate and
relevant. Once an enterprise value has been determined, it is adjusted for surplus assets, excess liabilities, and
financial instruments ranking ahead of the Fund's investments. The resultant attributable enterprise value is then
apportioned to all investors, included in the Fund's investments, based on their respective participation in each
underlying security of the Portfolio Company.
Although best judgement is used in determining the fair value of these investments, there are inherent limitations in any
valuation technique involving securities of the type in which the Funds invests. Therefore, the fair values presented
herein may not be indicative of the amount the Funds could realise in a current transaction.
3.4 Net asset value per share
The Group calculates and presents the Group and Company's NAV per share ("NAVPS"), which is not required in terms of IFRS
or the JSE Listings Requirements. The Board is of the view that given the nature of the Group's business, the sustainability
of the NAV and NAVPS, and the growth thereon over a longer period of time is considered the most appropriate measurement of
the Group's financial performance.
In calculating the NAVPS, the Group and Company's NAV, as presented on the Statements of Financial Position, is divided by
the number of shares as disclosed in note 15.2. For the purposes of the NAVPS calculation, the number of shares issued is
calculated as the number of shares in issue at the end of the period/year less treasury shares and less the notionally
encumbered shares.
4 Restatement
The auditors assessed that Black Hawk Private Equity (Proprietary) Limited ("Black Hawk") is, in accordance with IFRS10,
under the control of the Company and that it should be treated as a subsidiary of the Company and thereby Group
(consolidated) financial statements need to be prepared. This assessment was only made in the June 2018 financial year,
resulting in the restatement of the 31 December 2017 Group comparative numbers as none were previously prepared. The
30 June 2018 comparative numbers have previously been restated. The Company's potential exposure in respect of the guarantee
provided is already recognised as a contingent liability in the Condensed Interim Financial Statements and its comparative
numbers are therefore unchanged.
Careful consideration should be given to the above treatment and disclosure as it does not reflect the true commercial
exposure and potential loss of the Company if a mandatory repayment is triggered under the RMB facility. As is envisaged by
the legal arrangements between the Company and Black Hawk, upon a mandatory repayment event or the maturity of the
facility, the secured shares will most likely be sold with the proceeds used to repay the facility with no upside to the
Company; any shortfall will have to be funded by the Company which will result in a loss to it, and hence it is unlikely
that this transaction can enhance the Company's NAVPS.
Further details in respect of the restatement are provided in note 4 of the Notes to the Annual Financial Statements as at
30 June 2018.
The impact of the restatement on the respective statements as at 31 December 2017 is detailed below:
4.1 Restatement impact on Group Statements of Financial Position
Previously
Restated Consolidation reported at
Group adjustment Company level
31 Dec 2017 31 Dec 2017 31 Dec 2017
R'000 R'000 R'000
Total assets
Other unchanged total assets 1 889 961 - 1 889 961
Other assets and receivables 2 588 2 2 586
Cash and cash equivalents 26 249 467 25 782
Total equity
Issued capital 1 612 668 (135 000) 1 747 668
Unchanged retained earnings 166 341 - 166 341
Total liabilities
Non-current liabilities 135 469 135 469 -
Unchanged current liabilities 4 320 - 4 320
Net asset value 1 779 009 (135 000) 1 914 009
Net asset value per share (Rand) 10.82 0.06 10.76
Attributable shares in issue at the end of the period ('000) 164 426 (13 500) 177 926
4.2 Restatement impact on Group Statements of Comprehensive Income
Previously
Restated Consolidation reported at
Group adjustment Company level
31 Dec 2017 31 Dec 2017 31 Dec 2017
R'000 R'000 R'000
Investment income 53 669 8 53 661
Other operating expenses (4 362) (1) (4 361)
Finance costs (7) (7) -
Other unchanged net income 14 974 - 14 974
Total comprehensive income for the period 64 274 - 64 274
Basic and diluted earnings per share (Rand) 0.39 0.03 0.36
Weighted average number of ordinary shares for the purpose
of earnings per share 165 131 (13 500) 178 631
4.3 Restatement impact on Group Statements of Cash flows
Previously
Restated Consolidation reported at
Group adjustment Company level
31 Dec 2017 31 Dec 2017 31 Dec 2017
R'000 R'000 R'000
Net cash used in operating activities before investment activities (21 836) 7 (21 843)
Other unchanged cash flow items 37 581 - 37 581
Cash and cash equivalents at the beginning of the period 10 504 460 10 044
Total cash and cash equivalents at the end of the period 26 249 467 25 782
5 Unlisted investments at fair value
The Group obtains exposure to and has indirect interests in a diversified pool of unquoted investments ("Portfolio Companies")
by investing into Fund Limited Partnerships ("Funds"), managed by Ethos Private Equity (Pty) Limited ("Ethos"), that typically
have a ten-year life-cycle. The Group becomes a Limited Partner of the Fund and the investments are made through commitments into
the Funds. Alternatively, the Group can also make direct commitments to invest into Portfolio Companies alongside the Funds.
At 31 December 2018, the Group had the following investments:
Group Company
Unaudited Audited Unaudited Audited
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Investments held at fair value
through profit and loss
Carrying amounts of:
Unlisted investment in EMMF I (1) 407 195 403 957 320 114 407 195 403 957 320 114
Unlisted investment in EF VII (2) 257 659 - - 257 659 - -
Unlisted investment in Primedia
Holdings Pty Ltd 190 511 160 275 175 800 190 511 160 275 175 800
Unlisted investment in EMMF D (3) 107 483 100 000 105 300 107 483 100 000 105 300
Unlisted investment in EF VI (4) 100 223 65 458 82 225 100 223 65 458 82 225
Unlisted investment in EDI (5) 86 510 - - 86 510 - -
Unlisted investment in EAiF I (6) 63 535 - - 63 535 - -
Unlisted investment in EMP 3 (7) 49 144 - - 49 144 - -
Unlisted investment in EHP (8) 38 971 - 28 486 38 971 - 28 486
1 301 231 729 690 711 925 1 301 231 729 690 711 925
Consisting of:
Cost 1 275 575 687 942 686 387 1 275 575 687 942 686 387
Unrealised capital revaluation
movement at end of period/year (34 674) 27 340 (15 483) (34 674) 27 340 (15 483)
Accrued income 60 330 14 408 41 021 60 330 14 408 41 021
1 301 231 729 690 711 925 1 301 231 729 690 711 925
(1) Ethos Mid Market Fund I (B) Partnership
(2) Ethos Fund VII (B) Partnership
(3) Ethos Mid Market Direct Investment Partnership
(4) Ethos Fund VI (Jersey) LP
(5) Ethos Direct Investment Partnership
(6) Ethos Ai Fund I (B) Partnership
(7) Ethos Mezzanine Partners 3 (B) Partnership
(8) Ethos Healthcare (A) Partnership
At 31 December 2018, the underlying investments of the above Funds (Portfolio Companies) constituting 68.5% of the total
assets consisted of the following 16 unlisted companies:
Name Fund or type Business description/sector % of total assets
31 Dec 2018
Channel Vas EF VII/EAiF I/EDI FinTech service provider 20.4
Kevro EMMF I/EMMF D Corporate clothing and gifting 10.7
Primedia EF VI/Direct Media 10.6
Gammatek EMMF I TMT accessory distribution 5.1
Autozone EF VI/EMMF I Automotive parts retailer & wholesaler 4.5
Twinsaver EF VI/EMMF I Manufacturing (FMCG) 4.3
Vertice EHP MedTech 2.9
Chibuku EMP 3 Brewing and distribution 2.6
Eazi Access EF VI/EMMF I Industrial support services 1.9
Echotel EMMF I Corporate ISP 1.4
MTN Zakhele Futhi EMMF I Telecommunications 1.3
The Beverage Company EF VI Carbonated drinks manufacturer 0.9
Eaton Towers EF VI Telecoms towers 0.7
Waco International EF VI Industrial support services 0.6
RTT EF VI Logistics 0.3
Neopak EF VI Paper and packaging 0.3
68.5
Further details on the investment portfolio and the underlying Portfolio Companies are provided in the 'Performance Review'
section on page 4 of the Interim Report as at 31 December 2018.
6 Money market investments at fair value
Group Company
Unaudited Audited Unaudited Audited
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Investments held at fair value
through profit and loss
Carrying amounts of:
Floating rate notes - 507 174 176 185 - 507 174 176 185
Negotiable certificates of deposit 589 271 581 337 972 958 589 271 581 337 972 958
Treasury bills - 69 241 - - 69 241 -
Cash and call accounts 5 036 2 519 39 292 5 036 2 519 39 292
594 307 1 160 271 1 188 435 594 307 1 160 271 1 188 435
Consisting of:
Cost 576 102 1 140 684 1 166 963 576 102 1 140 684 1 166 963
Unrealised capital revaluation
movement at end of period/year 75 552 387 75 552 387
Accrued income 18 130 19 035 21 085 18 130 19 035 21 085
594 307 1 160 271 1 188 435 594 307 1 160 271 1 188 435
The money market investments, or Temporary Investments, are managed by Ashburton Fund Managers Proprietary Limited ("Ashburton")
under a discretionary investment management agreement dated 28 July 2016. These investments are currently invested in money market
instruments that consist of a combination of floating rate notes, negotiable certificates of deposit ("NCD") and treasury bills.
At 31 December 2018, the following range of interest rates was applicable to the respective categories of money market instruments,
from which the accrued income at 31 December 2018 was derived:
Group and Company
31 Dec 2018
Low High
% %
Floating rate notes n/a n/a
NCD 6.9500 7.9500
Treasury bills n/a n/a
7 Issued capital
Group Company
Unaudited Audited Unaudited Audited
31 Dec 2018 31 Dec 2017 31 June 2018 31 Dec 2018 31 Dec 2017 31 June 2018
Number Number Number Number Number Number
Issued and fully paid
A Ordinary shares issued at R10.00 per share 180 000 000 180 000 000 180 000 000 180 000 000 180 000 000 180 000 000
A Ordinary shares issued at R0.01 per share 7 500 000 7 500 000 7 500 000 7 500 000 7 500 000 7 500 000
B Ordinary shares issued at R0.01 per share 10 000 10 000 10 000 10 000 10 000 10 000
Total issued at time of listing 187 510 000 187 510 000 187 510 000 187 510 000 187 510 000 187 510 000
Black Hawk treasury shares (13 500 000) (13 500 000) (13 500 000) - - -
A Ordinary shares repurchased (9 000 000) (2 074 140) (5 400 000) (9 000 000) (2 074 140) (5 400 000)
Total issued share capital 165 010 000 171 935 860 168 610 000 178 510 000 185 435 860 182 110 000
Issued and fully paid
A Ordinary shares issued at R10.00 per share 1 800 000 1 800 000 1 800 000 1 800 000 1 800 000 1 800 000
A Ordinary shares issued at R0.01 per share 75 75 75 75 75 75
B Ordinary shares issued at R0.01 per share - - - - - -
Less: Share issue costs (34 716) (34 716) (34 716) (34 716) (34 716) (34 716)
Total issued at time of listing 1 765 359 1 765 359 1 765 359 1 765 359 1 765 359 1 765 359
Black Hawk treasury shares (135 000) (135 000) (135 000) - - -
A Ordinary shares repurchased (74 414) (17 691) (46 328) (74 414) (17 691) (46 328)
Total issued share capital 1 555 945 1 612 668 1 584 031 1 690 945 1 747 668 1 719 031
During the period, the Company purchased 3,600,000 of its A Ordinary shares at an average price of R7.80 per share. These
shares are currently held in treasury. As set out in note 4 of the Notes to the Annual Financial Statements as at 30 June
2018, the 13.5 million secured shares that are legally owned by Black Hawk and pledged as security are treated as treasury
shares of the Group at their par value of R10 per share.
8 Borrowings
Group Company
Unaudited Audited Unaudited Audited
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Unsecured - at amortised cost
Bank loan 127 873 122 326 122 881 - - -
127 873 122 326 122 881 - - -
Non-current 127 873 122 326 122 881 - - -
127 873 122 326 122 881 - - -
The Group has exposure to RMB via a R105 million five year non-recourse loan facility (plus any outstanding interest
thereon) issued by RMB to Black Hawk, expiring on 29 July 2021. The above amount represents the current outstanding balance
on the facility, including any accrued interest charges to 31 December 2018. Interest currently accrues at a rate that is
based on JIBAR plus a 1% margin, and the interest is intended to be rolled-up and settled with the capital amount
outstanding upon the maturity of the loan or an earlier repayment event.
9 Other financial liabilities
Group Company
Unaudited Audited Unaudited Audited
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Unsecured - at amortised cost
Black Hawk shareholders' loans 7 604 13 143 12 592 - - -
7 604 13 143 12 592 - - -
Non-current 7 604 13 143 12 592 - - -
7 604 13 143 12 592 - - -
The Group has loan amounts repayable to the two Black Hawk shareholders of R15,000,000 each, which were used to acquire
some of the secured shares pledged in favour of the Company in respect of the guarantee provided to RMB. Any unrealised or
realised losses incurred by the Group, up to an amount of R30,000,000 representing the par value of above loans, are
recoverable and is therefore charged against the loans payable and treated as a reimbursement of losses suffered by the
Group in the Group Statement of Comprehensive Income.
10 Changes in fair value of investments through profit and loss
Group Company
Unaudited Audited Unaudited Audited
Six months Six months Six months Six months
ended ended Year ended ended ended Year ended
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Interest accrued and received
on unlisted investments 23 986 6 359 40 099 23 986 6 359 40 099
Dividends (reversed)/accrued and
received on unlisted investments (2 616) 101 5 065 (2 616) 101 5 065
21 370 6 460 45 164 21 370 6 460 45 164
Net (loss)/gain arising on changes
in the fair value of unlisted investments (19 191) 19 825 (22 998) (19 191) 19 825 (22 998)
Gain on realisation of unlisted investments - 2 226 2 402 - 2 226 2 402
(19 191) 22 051 (20 596) (19 191) 22 051 (20 596)
2 179 28 511 24 568 2 179 28 511 24 568
11 Investment income
Group Company
Unaudited Audited Unaudited Audited
Six months Six months Six months Six months
ended ended Year ended ended ended Year ended
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Interest from money market investments 32 148 47 988 90 095 32 148 47 988 90 095
Interest from bank and call deposits 310 390 879 304 382 866
32 458 48 378 90 974 32 452 48 370 90 961
Amortisation of net (premium)/discount (74) 5 291 5 973 (74) 5 291 5 973
(74) 5 291 5 973 (74) 5 291 5 973
32 384 53 669 96 947 32 378 53 661 96 934
12 Net fair value losses
Group Company
Unaudited Audited Unaudited Audited
Six months Six months Six months Six months
ended ended Year ended ended ended Year ended
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Unrealised
Net loss arising on changes in
the fair value of money market
instruments (312) (107) (272) (312) (107) (272)
Net foreign exchange gain/(loss)
on conversion of cash and cash equivalents 23 (94) 43 23 (94) 43
Net fair value losses (289) (201) (229) (289) (201) (229)
13 Profit before tax
Profit before tax has been arrived at after charging:
13.1 Investment-related fees
Group Company
Unaudited Audited Unaudited Audited
Six months Six months Six months Six months
ended ended Year ended ended ended Year ended
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Management fees - Ethos 573 2 513 5 018 573 2 513 5 018
Investment service fees - Ethos 6 079 2 821 8 312 6 079 2 821 8 312
Administration fee - Ethos 653 873 1 417 653 873 1 417
Administration fee - Ashburton 632 1 033 1 882 632 1 033 1 882
7 937 7 240 16 629 7 937 7 240 16 629
13.2 Legal and consultancy fees
Legal and consultancy fees 252 73 45 252 73 45
Fund formation fees 1 009 255 894 1 009 255 894
Expenses relating to the acquisition
of investments 4 808 4 313 5 325 4 808 4 313 5 325
6 069 4 641 6 264 6 069 4 641 6 264
13.3 Other operating expenses
Company secretarial, accounting
and other administration fees 569 758 1 244 569 758 1 244
Directors' emoluments 2 058 1 960 3 920 2 058 1 960 3 920
Auditors' remuneration 536 419 824 536 419 824
Insurance costs 240 321 533 240 321 533
Sponsor and listing related fees 350 377 717 350 377 717
Other expenses 1 200 527 1 033 1 198 526 1 031
4 953 4 362 8 271 4 951 4 361 8 269
13.4 Finance costs
Other interest expense 4 992 4 719 9 457 - - -
Less: Reimbursement by Black Hawk
shareholders (4 988) (4 712) (9 446) - - -
4 7 11 - - -
14 Capital commitments and contingent liabilities
Capital commitments
Group Company
Unaudited Audited Unaudited Audited
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Undrawn commitments
Unlisted investment in EF VII (1) 994 060 - - 994 060 - -
Unlisted investment in EMMF I (2) 500 506 532 085 626 192 500 506 532 085 626 192
Unlisted investment in EMP 3 (3) 204 718 - 276 150 204 718 - 276 150
Unlisted investment in EAiF I (4) 87 050 - - 87 050 - -
Unlisted investment in EF VI (5) 20 333 17 670 44 946 20 333 17 670 44 946
Unlisted investment in EDI (6) 13 939 - - 13 939 - -
Unlisted investment in Primedia
Holdings Pty Ltd (7) 3 663 8 199 7 535 3 663 8 199 7 535
Unlisted investment in EHP (8) 1 167 - 1 514 1 167 - 1 514
1 825 436 557 954 956 337 1 825 436 557 954 956 337
Contingent liabilities
RBM Bank loan - - - 127 873 118 143 122 881
- - - 127 873 118 143 122 881
Total commitments and contingent
liabilities 1 825 436 557 954 956 337 1 953 309 676 097 1 079 218
(1) First close commitment of R1.25 billion to Ethos Fund VII (B) Partnership on 1 October 2018
(2) Final commitment of R950 million to Ethos Mid Market Fund I (B) Partnership on 7 June 2018
(3) First close commitment of R250 million to Ethos Mezzanine Partners 3 (B) Partnership on 16 May 2018
(4) First close commitment of R150 million to Ethos Ai Fund I (B) Partnership on 1 October 2018
(5) Commitment of $10 million (R138 million) to Ethos Fund VI (Jersey) LP on 18 November 2016
(6) Final commitment of R100 million to Ethos Direct Investment Partnership on 2 October 2018
(7) R171 million commitment to invest in Primedia Holdings Pty Ltd on 20 September 2017
(8) R38 million commitment to Ethos Healthcare (A) Partnership; first commitment made on 16 May 2018
As detailed in note 4 of the Notes to the Annual Financial Statements as at 30 June 2018, the Company has provided a
guarantee against a R105 million five year non-recourse loan facility (plus any outstanding interest thereon) issued by RMB
to Black Hawk, expiring on 29 July 2021. The above amount represents the current outstanding balance on the facility,
including any accrued interest charges to 31 December 2018. Interest currently accrues at a rate that is based on JIBAR
plus a 1% margin, and the interest is intended to be rolled-up and settled with the capital amount outstanding upon the
maturity of the loan or an earlier repayment event.
As security against the above guarantee, Black Hawk has pledged 13.5 million shares in favour of the Company, which was
valued at R105,300,000 at 31 December 2018. In the event that a mandatory repayment under the RMB facility was triggered at
30 June 2018, an implied shortfall would have resulted in a loss to the Company of R22,573,000 a decrease in the NAVPS of
13.0 cents. The guarantee has been recognised as a contingent liability in the Condensed Interim Financial Statements of
the Company and the above implied contingent loss has not been recognised in the Condensed Interim Financial Statements of
the Company.
15 Earnings and net asset value per share
As reflected in note 7, the Company issued 187,500,000 A Ordinary shares, 7,500,000 of which were issued to the EPE Trust
and are currently notionally encumbered. Until these shares are released from their encumbrance (through the notional
performance participation), the Company has an irrevocable right and option to acquire the notionally encumbered A Ordinary
shares at a repurchase price of R0.01 per share, being each share's fair value, and then to apply for the delisting of such
shares acquired. The holders of these shares are therefore restricted from selling the shares to any party other than the
Company and obtaining or sharing in any economic benefit derived from the shares, until they are released from their
encumbrance.
Given the restrictions the encumbered shares place on the holder and the probability of the shares being delisted unless
certain contingent conditions are met, they are excluded from the calculations to determine the earnings, headline earnings
and net asset value per share respectively. The calculations below therefore reflect the earnings, headline earnings and
net asset value attributable to the unrestricted A ordinary shareholders.
15.1 Earnings and headline earnings per share
Group Company
Unaudited Audited Unaudited Audited
Six months Six months Six months Six months
ended ended Year ended ended ended Year ended
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Total comprehensive profit
attributable to ordinary shareholders 12 965 64 274 86 653 12 965 64 274 86 653
Reconciliation of basic earnings to
headline earnings:
Total comprehensive profit
attributable to ordinary shareholders 12 965 64 274 86 653 12 965 64 274 86 653
Items attributable to headline earnings - - - - - -
Headline earnings for the period/year 12 965 64 274 86 653 12 965 64 274 86 653
'000 '000 '000 '000 '000 '000
Weighted average number of ordinary
shares for the purpose of
earnings per share 159 000 165 131 163 628 172 500 178 631 177 128
Basic and diluted earnings
per share (Rand) 0.08 0.39 0.53 0.08 0.36 0.49
Basic and diluted headline earnings
per share (Rand) 0.08 0.39 0.53 0.08 0.36 0.49
15.2 Basic Net Asset Value per share
Group Company
Unaudited Audited Unaudited Audited
31 Dec 2018 31 Dec 2017 30 June 2018 31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000 R'000 R'000 R'000
Net asset value 1 757 630 1 779 009 1 772 751 1 892 630 1 914 009 1 907 751
'000 '000 '000 '000 '000 '000
Number of shares in issue
during the period/year 187 500 187 500 187 500 187 500 187 500 187 500
Less: Shares held in treasury (22 500) (15 574) (18 900) (9 000) (2 074) (5 400)
Less: Notionally encumbered shares (7 500) (7 500) (7 500) (7 500) (7 500) (7 500)
Number of shares in issue for
the purpose of net asset value per share 157 500 164 426 161 100 171 000 177 926 174 600
Basic net asset value per share (Rand) 11.16 10.82 11.00 11.07 10.76 10.93
16 Financial risk factors and instruments
16.1 Overview
This note presents information about the Group's exposure to each of the below mentioned risks, the Group's objectives,
policies and processes for measuring and managing risk and the Group's management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management
framework. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the products offered.
Through the Group's activities, it is exposed to a variety of risks that could result in changes to the net asset value or
its performance.
The main risks the Group is exposed to which could result in changes to the net asset value or its performance are: capital
risk; valuation risk; market risk (comprising currency risk, interest rate risk and equity price risk); credit risk; and
liquidity risk.
These risks are detailed in note 26 of the Notes to the Annual Financial Statements as at 30 June 2018.
16.2 Fair value classification of investments
Financial assets and liabilities carried at fair value need to be classified within the appropriate level of hierarchy on
which their fair values are based. The information below sets out the different levels as well as the classification of the
Group's assets and liabilities where appropriate.
Investments trading in active markets and deriving their fair value from quoted market prices of identical assets are
classified within level 1. These prices provide the most reliable fair value classification and the Group does not need to
adjust the quoted prices to measure the fair value of investments. The quoted market price used for investments held by the
Group is the current bid price.
Investments trading in markets not considered to be active and deriving their fair value from observable inputs other than
quoted prices included within level 1 are classified within level 2. These inputs need to be directly or indirectly
observable for the investment and can include: quoted market prices for similar assets in active or non-active markets;
observable inputs other than quoted prices; and inputs derived or corroborated by observable market date. The Group's money
market investments will typically be classified within level 2.
Level 3 classification applies to investments where observable inputs are not available for the asset to determine its fair
value. Unobservable inputs are used to measure fair value where relevant observable inputs are not available. The unlisted
investments in Fund limited partnerships and/or Direct Investments are within this level.
The financial assets and liabilities measured at fair value in the Statements of Financial Position can be condensed as
follows within the fair value hierarchy:
Group and Company
Level 1 Level 2 Level 3 Total
R'000 R'000 R'000 R'000
Assets
Unlisted investments - - 1 301 231 1 301 231
Money market investments - 594 307 - 594 307
At 31 December 2018 - 594 307 1 301 231 1 895 538
Level 1 Level 2 Level 3 Total
R'000 R'000 R'000 R'000
Assets
Unlisted investments - - 729 690 729 690
Money market investments - 1 160 271 - 1 160 271
At 31 December 2017 - 1 160 271 729 690 1 889 961
Level 1 Level 2 Level 3 Total
R'000 R'000 R'000 R'000
Assets
Unlisted investments - - 711 925 711 925
Money market investments - 1 188 435 - 1 188 435
At 30 June 2018 - 1 188 435 711 925 1 900 360
During the period/year, there were no transfers of assets from level 1 to level 2 or 3, level 2 to level 1 or 3 and level 3
to level 1 or 2.
The following table presents the movement in level 3 assets during the year by class of financial instrument:
Unaudited Audited
Six months Six months
ended ended Year ended
31 Dec 2018 31 Dec 2017 30 June 2018
R'000 R'000 R'000
Non-current assets
Opening balance 711 925 307 939 307 939
Acquisitions 595 116 408 396 411 571
Realisations at carrying value of acquisitions (7 377) (11 120) (15 867)
Net gains included in the Statements of Comprehensive Income 1 567 24 475 8 282
1 301 231 729 690 711 925
The Board of Directors has approved the valuation method for level 3 investments as set out in the accounting policies. The
valuation techniques used and the inputs available to determine the fair value of each investment, are detailed in note 5
of the Notes to the Annual Financial Statements as at 30 June 2018. The inputs available to the Investment Advisor to
determine the valuation of the underlying portfolio companies, from which the NAV of the Funds are derived, are mainly the
maintainable earnings of the relevant companies and valuation multiples that are derived from the public markets.
The main inputs available to the Investment Advisor to determine the valuation on a case-by-case basis for each of the
underlying Portfolio Companies, from which the NAV of the Funds are derived, are: maintainable earnings, trading multiples
and capital structures. Earnings, for instance EBITDA, can be based on budgeted EBITDA, most recent or historic reported
EBITDA, last-twelve-months EBITDA or EBITDA adjusted to a normalised earnings level.
Trading multiples are determined by identifying comparable public companies based on for instance, their industry, size,
growth stage, revenue generation, and strategy. Once a public company's trading multiple is calculated, the Investment
Advisor can then adjust the multiple for considerations such as illiquidity, capital structure and other differences
between the public company and the Portfolio Company, based on company specific facts and differences. The Investment
Advisor can also, in addition to the original transaction multiples, consider recent private transactions in similar
securities as the Portfolio Company or third-party transactions, and adjust the trading multiples as deemed appropriate.
The capital structure of each Portfolio Company determines the ranking or distribution waterfall of how the fair value is,
firstly allocated to each type of security, and secondly to each holder of such securities, for example taking into
consideration preferred rights or incentive schemes upon an exit scenario, possible earn-out payments etc. Other subjective
inputs to use might be based on the Investment Advisor's assessment of the quality of earnings, third party external debt,
comparability differences and probability of default.
All these numerical and subjective inputs are recorded and maintained, for each Portfolio Company, in a valuation model
designed and updated by the Investment Advisor. The Board of Directors has not direct access or input to these valuation
models or the subjective assessments that were considered in deriving at the fair value and is not reasonably available to
the Board. All these inputs and considerations are largely interdependent and subjective, and the models are highly complex
for an outside party to manage. Therefore, it is not reasonable, and potentially misleading, for the Board to determine and
present to the shareholders of the Group a sensitivity analysis of the potential impact on changes to one or more of the
underlying inputs to fair value.
17 Events after the reporting period
There have been no material events after the reporting date that would require disclosure or adjustment to the Interim
Financial Statements for the six months ended 31 December 2018.
CORPORATE INFORMATION
Directors
Yvonne Stillhart (Chairperson)
Derek Prout-Jones
Kevin Allagapen
Michael Pfaff
Yuvraj Juwaheer
Senior Advisors (Officers)
Jean-Pierre van Onselen (CFO)
Peter Hayward-Butt (CEO)
Investment Advisor
Ethos Private Equity (Pty) Limited
35 Fricker Road
Illovo
Johannesburg, 2196
Company Secretary and Registered Office
Ocorian (Mauritius) Ltd
6th Floor, Tower A,
1 Cybercity
Ebene
Mauritius
Auditors
Deloitte
Level 7, Standard Chartered Tower
19 Cybercity
Ebene
Mauritius
Deloitte
20 Woodlands Drive
Woodmead
Sandton
Johannesburg, 2196
Listing
JSE Limited
Abbreviated name: ETHOSCAP
JSE code: EPE
Sector: Financials - Speciality Finance
Transfer Secretary
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank
Johannesburg, 2196
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
1 Merchant Place
Cnr Fredman Drive & Rivonia Road
Sandton
Johannesburg, 2196
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
26 March 2019
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 26/03/2019 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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