Update in respect of the MyBucks investment
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: ECS - ISIN: ZAE000179594
Debt Issuer Code: ECSD
(“the Company” or “Ecsponent”)
UPDATE IN RESPECT OF THE MYBUCKS INVESTMENT
Update on MyBucks Investment
Shareholders are referred to announcements released on SENS on 26 March 2019 and 26 July 2019 and are
advised that Ecsponent and MyBucks have signed definitive agreements, dated 11 September 2019, in terms
a) Ecsponent will acquire 27,829 313 shares in MyBucks for a subscription price of €27,829 313, being
an amount of R450 million (“Subscription Consideration”) at an agreed exchange rate of €1: ZAR16.17
b) Prior to conclusion of the MyBucks Subscription, Ecsponent and its subsidiaries (“Ecsponent Group”)
and MyBucks and its subsidiaries (“MyBucks Group”) will implement a debt restructure (“Debt
Restructure”) which will involve:
• the re-organisation of debt internally between entities in the Ecsponent Group and entities in
• the acquisition by Ecsponent of two loan claims from MyBucks, being a claim against Ecsponent
Projects Proprietary Limited (“Projects”) in favour of MyBucks (“Projects Claim”) and a claim
against Ecsponent Capital Limited (“Capital”) in favour of MyBucks (“Capital Claim”), for a total
amount equal to R84.4 million. The loans have the following terms:
o the Projects Claim is a loan owing by Projects, with a balance of US$4.2million (R59 million,
at an exchange rate of US$1:ZAR14.11) at 30 June 2019, which carries interest at a rate
of 0% per annum and is repayable in monthly instalments with a final maturity date of 31
December 2019; and
o the Capital Claim is a loan owing by Capital, with a balance of R23.4 million at 30 June
2019, which carries interest at a rate of 14.5% per annum and is repayable in monthly
instalments with a final maturity date of 30 June 2020.
It is expected that the Debt Restructure will result in a net loan owing by MyBucks to Ecsponent of
R415.8 million (“the Net Ecsponent Loan”), based on the loan balances as at 30 June 2019, being
Ecsponent’s latest financial year end.
The Subscription Consideration will be settled through:
• a set off against the Net Ecsponent Loan; and
• a cash top-up payment to ensure that the Subscription Proceeds equal R450 million on the
effective date of the MyBucks Subscription.
The following material conditions precedent remain outstanding to the MyBucks Subscription and Debt
• approval by the requisite majority of Ecsponent shareholders at a general meeting; and
• MyBucks obtaining the necessary exchange control approval.
As at the date of this announcement, it is expected that other third-party creditors of MyBucks will subscribe
for 25.26 million shares in MyBucks, in exchange for settling debt owed by MyBucks of €25.26 million (“Third
Party Capitalisation”). After the MyBucks Subscription and the Third Party Capitalisation, it is expected that
Ecsponent will hold a c 49.96% interest in MyBucks.
Circular to shareholders
The Debt Restructure and MyBucks Subscription constitute a reverse take-over in terms of the JSE Listings
Requirements and will therefore require the approval of 50% + 1 shareholders, present and voting at a
A circular to shareholders setting out further details of the MyBucks Subscription and Debt Restructure,
containing a notice of general meeting, will be distributed in due course.
For more information about this announcement or the Ecsponent group, email
email@example.com or visit www.ecsponentlimited.com/investor-relations
13 September 2019
Sponsor to Ecsponent
Questco Corporate Advisory (Pty) Ltd
Date: 13/09/2019 01:35:00
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