Wrap Text
Finalisation announcement of the fully committed and underwritten Ethos Capital Renounceable Rights Offer
EPE CAPITAL PARTNERS LTD
(Incorporated in the Republic of Mauritius)
(Registration number: C138883 C1/GBL)
ISIN: MU0522S00005
Share Code: EPE
("Ethos Capital" or "the Company")
_________________________________________________________________________________
FINALISATION ANNOUNCEMENT OF THE FULLY COMMITTED AND UNDERWRITTEN ETHOS
CAPITAL RENOUNCEABLE RIGHTS OFFER
_________________________________________________________________________________
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN AND ANY OTHER
TERRITORY WHERE THE EXTENSION OR MAKING OF THE RIGHTS OFFER WOULD BE
UNLAWFUL OR IN CONTRAVENTION OF CERTAIN LAWS OR REGULATIONS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE
UNITED STATES OR ANY OTHER JURISDICTION.
Ethos Capital shareholders are referred to the Company's declaration announcement released on
the Stock Exchange News Service ("SENS") of the JSE Limited on Tuesday, 14 January 2020 wherein
shareholders were advised of Ethos Capital’s intention to raise up to ZAR750 million through a
renounceable rights offer ("Ethos Capital Rights Offer") of 100 000 000 Ethos Capital A ordinary
shares ("Rights Offer Shares") at a price of ZAR7.50 per Rights Offer share ("Rights Offer Price"), in
the ratio of 58.47953 Rights Offer shares for every 100 existing Ethos Capital A ordinary shares held
on the record date for the Ethos Capital Rights Offer, being Friday, 24 January 2020. The Rights Offer
Price represents a 0.4% discount to the 10 day volume weighted average price of Ethos Capital’s A
ordinary shares as at Monday, 13 January 2020. The Ethos Capital Rights Offer will assist Ethos
Capital in fully funding its commitment to invest in Brait’s proposed equity capital raise ("Brait
Equity Raise") which will be implemented in part by way of a fully funded renounceable rights offer
("Brait Rights Offer") and to the extent applicable, a non-pre-emptive specific issue of shares to
Ethos Capital, investing alongside Ethos Fund VII.
Shareholders are advised that the Company has received all necessary approvals to implement the
Ethos Capital Rights Offer and the Ethos Capital Rights Offer is unconditional. Salient dates and times
of the Ethos Capital Rights Offer remain unchanged from those published on SENS on Tuesday,
14 January 2020.
Additionally, the Board reserves the right, in its discretion, to decide not to proceed with the Ethos
Capital Rights Offer until 11:00 on the last day to trade in the A ordinary shares in Ethos Capital in
order to participate in the Ethos Capital Rights Offer, being Tuesday, 21 January 2020, on the basis
that the finalisation announcement in respect of the Brait Rights Offer has not been issued by
Brait by such time or if Brait has announced that it is no longer proceeding with the Brait Rights
Offer and/or the Brait Equity Raise. This discretion will include, but not be limited to, the right to
amend the timetable for the Ethos Capital Rights Offer.
Shareholders may commence trading the letters of allocation from commencement of business on
Wednesday, 22 January 2020 and the Ethos Capital Rights Offer shares from commencement of
business on Wednesday, 5 February 2020.
Further details of the Ethos Capital Rights Offer will be disclosed in the Ethos Capital Rights Offer
circular, which circular will be available on the Company's website, www.ethoscapital.mu, from 12:00
(SAST) on Tuesday, 21 January 2020, and will be posted to qualifying shareholders on Thursday, 23
January 2020 (to the extent applicable).
Ebène, Mauritius (with simultaneous circulation in Johannesburg)
16 January 2020
Sponsor to EPE Capital Partners Ltd
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal advisor to EPE Capital Partners Ltd and Ethos Fund VII as to South African law
Webber Wentzel
Legal advisor to EPE Capital Partners Ltd as to Mauritian law
YKJ Legal
Financial advisor to EPE Capital Partners Ltd
Rothschild and Co South Africa (Pty) Ltd
Important Notice
The information contained herein is not for release, publication or distribution, directly or indirectly, in
or into the United States, its territories or possessions, Canada, Australia, Japan, Hong Kong or any
other jurisdiction in which the distribution or release would be unlawful. These materials are not and
do not contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for
securities in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or any
other state or jurisdiction in which such release, publication or distribution would be unlawful. The
securities to which these materials relate (the "Securities") have not been, and will not be, registered
under the U.S. Securities Act of 1933 (the "Securities Act"), and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States
unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not
subject to, registration under the Securities Act. There will be no public offer of the Securities in the
United States. Subject to certain exceptions, the Securities may not be offered or sold in Australia,
Canada, Japan, Hong Kong or any other jurisdiction in which it would be unlawful to do so or to, or for
the account or benefit of, any national, resident or citizen of such countries.
This announcement is only being distributed to and is only directed at: (i) persons who are outside the
United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (iii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order; or (iv) persons to whom it may
otherwise lawfully be communicated (all such persons together being referred to as "Relevant
Persons"). The Ethos Capital Rights Offer shares are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Ethos Capital Rights Offer shares will be
engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or
rely on this announcement or any of its contents.
In any member state of the European Economic Area (other than the United Kingdom) that has
implemented Regulation (EU) 2017/1129 (the "Prospectus Regulation"), this announcement is only
addressed to and is only directed at qualified investors in that member state within the meaning of the
Prospectus Regulation.
Date: 16-01-2020 09:42:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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