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ECSPONENT LIMITED - Update in respect of the MyBucks Investment, Distribution of a Circular and Notice of a General Meeting

Release Date: 22/10/2019 16:14
 
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Update in respect of the MyBucks Investment, Distribution of a Circular and Notice of a General Meeting

ECSPONENT LIMITED
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, DISTRIBUTION OF A CIRCULAR TO
SHAREHOLDERS AND NOTICE OF A GENERAL MEETING

Update on MyBucks Investment

Shareholders are referred to the announcements released on SENS in respect of Ecsponent’s MyBucks
Investment on 26 March 2019, 26 July 2019, 13 September 2019 and 4 October 2019. Using the definitions
contained therein, shareholders are advised that Ecsponent and MyBucks have signed amended agreements,
dated 21 October 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 a loan claim from MyBucks, being a claim against Ecsponent
              Capital Limited (“Capital”) in favour of MyBucks (“Capital Claim”). 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
       R416.2 million (“the Net Ecsponent Loan”), based on the loan balances as at 30 June 2019, being
       Ecsponent’s latest financial year end.

       In terms of the amended agreements, Ecsponent will no longer acquire the Projects Claim.

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 in respect of the MyBucks Subscription and
Debt Restructure:
      •     approval by the requisite majority of Ecsponent shareholders at a general meeting.

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 an approximate 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 all the details of the MyBucks Subscription and Debt Restructure, and
containing a notice of general meeting, will be distributed today.

Notice of general meeting

Notice is hereby given that a general meeting of the Company’s shareholders will be held at 10:30 on
Wednesday, 20 November 2019, at the Company’s registered office, 1st Floor, The Wedge, 43 Garsfontein
Road, Waterkloof 0145, Pretoria (“General Meeting”).

The salient dates and times relating to the General Meeting are set out below:
                                                                                                  2019
Last day to trade in order to be eligible to vote in respect of the General Meeting   Tuesday, 12 November
General Meeting record date in order to vote                                          Friday, 15 November
General Meeting to be held at 10:30 on                                                Wednesday, 20 November

Notes:
1. The above dates and times are subject to amendment. Any such amendment will be released on SENS.
2. All times indicated above are local times in South Africa.

For more information about this announcement or the Ecsponent group, email
investor.relations@ecsponent.com or visit www.ecsponentlimited.com/investor-relations

22 October 2019
Pretoria

Sponsor to Ecsponent
Questco Corporate Advisory (Pty) Ltd

Date: 22/10/2019 04:14:00
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