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ECSPONENT LIMITED - Update in respect of the MyBucks investment

Release Date: 13/09/2019 13:35
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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 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
of which:

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
       (“MyBucks Subscription”).

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
              MyBucks; and
       •      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
general meeting.

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 or visit

13 September 2019

Sponsor to Ecsponent
Questco Corporate Advisory (Pty) Ltd

Date: 13/09/2019 01:35:00
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