Wrap Text
Update on offer for residual assets and withdrawal of cautionary announcement
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")
UPDATE ON OFFER FOR RESIDUAL ASSETS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Ethos Capital is an investment holding company that is registered and incorporated in Mauritius, with its A
ordinary shares admitted to listing and trading on the Johannesburg Stock Exchange ("JSE"). Ethos Capital offers
shareholders potential long-term capital appreciation through investments into Funds or co-investments that are
actively managed by Ethos Management Company Proprietary Limited ("Ethos"), providing the Company with
exposure to a diversified portfolio of unlisted private equity type investments. Ethos is also the Investment
Advisor of the Company.
The Company's performance is largely measured by the growth in the Net Asset Value ("NAV") and NAV per share
("NAVPS") of the Company and the Ethos Capital Board of Directors (the "Board") has adopted the NAVPS as the
relevant measure for trading statement purposes.
The purpose of this announcement is to provide shareholders with an update following the announcements
published by the Company on the Stock Exchange News Service ("SENS") on 3 November and 18 November 2025.
OFFER FOR RESIDUAL ASSETS
As per the announcement published on SENS as noted above, the Board received an unsolicited Non-Binding
Offer ("NBO") from Rand Merchant Bank (a division of FirstRand Bank Limited) ("the Party"), as the lead investor
in a group of investors to be finalised ("the Investor Group"), to acquire the residual assets ("Residual Assets")
that Ethos Capital owns (the "Transaction") into a long term investment vehicle still to be established ("Bidco").
The Residual Assets to which the offer refers consists of all of the Company's remaining assets which is a portfolio
of unlisted assets (*) and excludes:
(i) its interest in and exposure to Optasia, and
(ii) the Brait Exchangeable Bonds (the "Brait Bonds") that were unbundled to Ethos Capital
shareholders on 8 December 2025.
An update to the Company's NAV and NAVPS analysis as at 30 September 2025, after adjusting for the Optasia
proceeds from the initial public offering ("IPO"),and reflecting its valuation at the listing price of R19.00 per share,
proceeds from the realisations of MTN Zakele Futhi ("MTN ZF") and iKhokha and the unbundling of the Brait
Bonds, is provided below:
R' million 30 September Adjusted NAV 30 September
2025 (1) 2025
NAV NAV NAVPS (Rand)
Optasia 1,310 1,053 4.11
Brait Bonds 169 unbundled n/a
Realised asset (MTN ZF) 7 realised n/a
Realised asset (iKhokha) 41 realised n/a
Residual Assets (Other unlisted portfolio assets) (subject of the 901 901 3.53
Transaction)
Total assets 2,428 1,954 7.64
Net cash (149) 244 0.95
Net asset value 2,279 2,198
NAVPS – Rand 8.90
- adjusted for unbundling of the Brait Bonds (0.67)
Adjusted NAVPS - 8.23 8.59 8.59
(1) As announced on 18 November 2025
As an Investment Entity acting in accordance with its investment policy, there is no regulatory requirement for
Ethos Capital shareholder approval for the Transaction. The Board nonetheless elected to seek perspectives from
a range of Ethos Capital shareholders, including written feedback, received before coming to a final decision.
The Company solicited feedback from 82% of the Ethos Capital shareholders, excluding shares held by Ethos
executives and Ethos Capital non-executive Directors ("non-Ethos Shareholders"). 70% of the non-Ethos
Shareholders provided written support for the Transaction.
Following support from the majority of the shareholders, the Board, through its Investment Advisor, engaged
with the Party to finalise terms for the Transaction which resulted in an updated and improved offer ("Revised
Offer"). The key parameters of the Transaction are set out below.
Key terms of the Transaction
The Transaction values the Residual Assets at R640 million (that will be adjusted for any distributions from the
Residual Assets post 30 September 2025), which:
• reflects a discount of 29% to the NAV of the Residual Assets of R901 million;
• would, together with the remaining stake in Optasia and the net cash, result in a total aggregate value
for the Ethos Capital assets of R7.57 per share; and
• amounts to an effective premium of 10% to the Ethos Capital closing share price on 11 December 2025
of R6.89 and a premium of 14% to the Ethos Capital share price (ex Brait Bonds) pre the 3 November
2025 announcement.
In addition to the Transaction consideration above, the Party enhanced the original NBO terms for Ethos Capital
shareholders, with the following terms under the Revised Offer:
• offered an earn-out for Ethos Capital shareholders of 50% of any incremental net equity proceeds
received above the equity value reflected for the Vertice investment as at 30 September 2025 of R256
million, until 30 June 2026. The exit process for Vertice has progressed well with an exit agreement
signed on 8 December 2025, which would be subject to regulatory approvals and other conditions
customary for a transaction of this nature. The completion date is expected to be on or around the end
of April 2026; and
• an option for Ethos Capital shareholders who are "Qualifying Shareholders" to reinvest their share of
the Transaction proceeds received, pursuant to a distribution of the Transaction proceeds by Ethos
Capital to its shareholders, into Bidco which will acquire the Residual Assets (the "Reinvestment
Option"). Qualifying Shareholders include (i) a financial institution and other persons who are
referred to in section 96(1) (a) of the South African Companies Act 71 of 2008 ("the Companies Act");
and (ii) selected persons in South Africa in respect of whom the total contemplated investment cost
for the reinvestment option is not less than R1 million per single addressee acting as principal. Further
details of the Reinvestment Option will be provided to Ethos Capital shareholders in due course.
The Board has satisfied itself that there is sufficient funding for the implementation of the Transaction
("Funding").
Conditions precedent to the Transaction
The Transaction is subject to certain conditions which are customary for transactions of this nature including:
• agreement on an optimal final proposed Funding and Transaction structure to the satisfaction of the
Investor Group;
• any proceeds or realisations received from the Residual Assets post 30 September 2025 will be adjusted
for in the price offered for the Residual Assets;
• an appropriate incentive mechanism being agreed with Ethos to manage the Residual Assets;
• investment by key members of the Investment Advisor and certain non-executive Directors of Ethos
Capital of no less than the net proceeds of the Transaction and, if required, a maximum of the value of
their Ethos Capital shareholding;
• the execution of relevant legal documentation, in form and substance satisfactory to the Investor Group,
and these becoming unconditional to the satisfaction of the Investor Group; and
• all requisite regulatory and other approvals and consents required for the implementation of the
Transaction being obtained, including approval from the Financial Surveillance Department of the South
African Reserve Bank.
The Transaction will become effective once the above conditions precedent have been fulfilled or waived, as
applicable.
Ethos Capital Board decision
Based on its own analysis and considering feedback shared by Ethos Capital shareholders over the past 24
months, the Board has been assessing a number of options to optimise the return of capital to Ethos Capital
shareholders and the ultimate realisation and wind down of the Company. Having concluded the unbundling of
the Brait Ordinary Shares, executed on the Optasia IPO and sell down, sold eight investments over the past three
years and the unbundling of the Brait Bonds that concluded today, the Board's view is that the realisation journey
has progressed well and that the valuation of the remaining parts within the Ethos Capital portfolio is more
transparent and quantifiable.
The Ethos Capital share price has appreciated from an equivalent low of R2.45 in June 2024 (R3.60 share price
adjusted for the unbundling of the Brait Ordinary Shares (July 2024) and Brait Bonds (December 2025)) to R6.89
as at 11 December 2025. Including the implied current market value of the Brait Ordinary Shares that were
distributed to Ethos Capital shareholders (currently valued at R2.68 per Ethos Capital share) and the value of the
recently unbundled Brait Bonds (R0.67 per Ethos Capital share), the aggregate would imply a price of R10.24 per
Ethos Capital share.
However, despite the interventions of the Board, post the listing of Optasia, the Residual Assets continue to trade
at a discount to NAV, which is likely to increase further as ongoing disposals impact the size, cost efficiency and
relevance of Ethos Capital as an Investment Holding company and in turn impact the valuation and liquidity for
Ethos Capital shareholders.
The Transaction would result in a number of cost savings for shareholders, namely:
• the South African non-executive Directors have volunteered to decrease their combined Board fees by
a further R1 million at the completion of the Transaction reflecting the fact that role of the Investment
Committee will reduce based on the decrease in the Company's asset base;
• management fees payable for the management of the Residual Assets of c.R14 million per annum; and
• the performance participation that would be payable to the Ethos Private Equity Allocation Trust if the
preferred returns are met, will be reduced as a result of the Residual Assets being sold at a discount to
the 30 September 2025 NAV. The saving is estimated to be c.R50 million.
The Board reviewed the South African secondary market for private equity portfolios, including prevailing
liquidity, participant activity and discounts in general. Having considered all relevant factors, including the nature
of the remaining tail assets, the Board is satisfied that the Transaction delivers an optimal outcome for Ethos
Capital shareholders when compared with a prolonged run-down of the Residual Assets and the associated
economic and market risks over time.
Since the announcement of 3 November 2025, the Board has not received any other external interests for the
Residual Assets.
Post the sale of the Residual Assets, the Optasia investment would be optimally monetised over time after the
six-month lock up period post the Optasia listing.
For the purposes of this recommendation, the South African Directors, who are required by the Investor Group
to reinvest in the unlisted vehicle housing the Residual Assets, recused themselves from the Board decision.
Impact on Ethos Capital shareholders
The impact of the Transaction on the NAV and NAVPS to Ethos Capital shareholders is set out below:
R' million Adjusted 30 Impact of Transaction
Sept 2025
NAV NAV NAVPS (Rand)
Optasia 1,053 1,053 4.11
Brait Bonds unbundled unbundled n/a
Realised asset (MTN ZF) realised realised n/a
Realised asset (iKhokha) realised realised n/a
Residual Assets (Other unlisted portfolio assets) 901 realised n/a
Total assets 1,954 1,053 4.11
Offer value n/a 640 2.51
Net cash 244 244 0.95
Net asset value 2,198 1,937
NAVPS – Rand 8.59 7.57 7.57
Including the proceeds of the Transaction, it implies an expected current value to Ethos Capital shareholders of
R7.57 per Ethos Capital share (with continued exposure to the Optasia share price). This reflects a 12% discount
to the Adjusted NAVPS as detailed in the above table and as noted above, a 14% premium to the Ethos Capital
share price (ex Brait Bonds) on the day prior to the 3 November 2025 announcement.
Post the completion of the Transaction, Ethos Capital shareholders would be entitled to the following:
• unrealised value of R4.11 per Ethos Capital share for the residual indirect stake in Optasia, based on its
listing share price of R19.00 per share;
• cash proceeds of R2.51 per Ethos Capital share from the disposal of the Residual Assets; and
• net cash distribution of R0.95 per Ethos Capital share, largely resulting from the Optasia IPO sell-down.
The Board believes that the most appropriate mechanism to facilitate the cash distribution from the Transaction
and the current net cash would be a pro rata share repurchase from all Ethos Capital shareholders. Once the
transaction has completed, the Board will provide additional information on the distribution to Ethos Capital
shareholders.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Based on the details of the Transaction included in this announcement, the Cautionary Announcement issued
on 3 November 2025 is withdrawn with immediate effect. Caution is no longer required to be exercised by Ethos
Capital shareholders when dealing in the securities of the Company.
* Residual Assets consist of the following underlying investments held through Ethos Funds that the Company is
invested in. The audited NAV of the Residual Assets was R881 million as included in the 30 June 2025 financial
year-end results, that were prepared in accordance with the IFRS Accounting Standards
Chibuku Crossfin E4 Eazi Access
Echo Gammatek Kevro Primedia
RTT Twinsaver TymeBank Vertice
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
12 December 2025
Sponsor to the Company
RAND MERCHANT BANK, (A division of FirstRand Bank Limited)
Financial adviser to the Party
RAND MERCHANT BANK, (A division of FirstRand Bank Limited)
Disclaimer
The financial information on which this announcement is based is the responsibility of the Board and has been
prepared for illustrative purposes only. Such information has not been audited, reviewed, or reported on by the
Company's external auditors.
The release, publication or distribution of this announcement in jurisdictions other than South Africa may be
restricted by law and therefore persons into whose possession this announcement may come should inform
themselves about, and observe, any such applicable restrictions or requirements. Any failure to comply with such
restrictions or requirements may constitute a violation of the securities laws and regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the Company disclaims any responsibility or liability
for the violation of any restrictions or requirements by any person.
This announcement is for information purposes only and is not, and should not be construed as to constitute, an
offer to sell, an offer to the public or the solicitation of an offer to buy securities in any jurisdiction and neither
this document nor anything herein nor any copy thereof may be taken into or distributed, directly or indirectly, in
or into any jurisdiction in which to do so would be prohibited by applicable law. In addition, the reinvestment
option will be made solely to Sophisticated Investors to whom the offer will be specifically addressed in various
jurisdictions, including in South Africa, and there will be no public offering of any shares in any jurisdiction and
therefore there will also be no registered prospectus in any jurisdiction.
Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal,
accounting, or other professional advice.
Forward-looking statements
This announcement contains statements about Ethos Capital that are, or may be, forward-looking statements.
All statements (other than statements of historical fact) are, or may be deemed to be, forward-looking
statements, including, without limitation, those concerning: strategy; the economic outlook for the industries in
which Ethos Capital operates or invests as well as markets generally; production; cash costs and other operating
results; growth prospects and outlook for operations and/or investments, individually or in the aggregate;
liquidity, capital resources and expenditure, statements in relation to the implementation of the Transaction
and/or the benefits of the Transaction. These forward-looking statements are not based on historical facts, but
rather reflect current expectations concerning future results and events and generally may be identified by the
use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee",
"forecast", "likely", "should", "planned", "may", "estimated", "potential" or similar words and phrases. Examples
of forward-looking statements include statements regarding a future financial position or future profits, cash
flows, corporate strategy, implementation of the Transaction and/or the benefits of the Transaction, anticipated
levels of growth, estimates of capital expenditures, acquisition and investment strategy, expansion prospects or
future capital expenditure levels and other economic factors, such as, among others, growth, and interest rates.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the future. Ethos Capital cautions
that forward-looking statements are not guarantees of future performance. Actual results, financial and
operating conditions, returns and the developments within the industries and markets in which Ethos Capital
operates and/or invests may differ materially from those made in, or suggested by, the forward-looking
statements contained in this announcement. All these forward-looking statements are based on estimates,
predictions, and assumptions, as regards Ethos Capital, all of which estimates, predictions, and assumptions,
although Ethos Capital believes them to be reasonable, are inherently uncertain and may not eventuate or
eventuate in the manner Ethos Capital expects. Factors which may cause the actual results, performance, or
achievements to be materially different from any future results, performance or achievements expressed or
implied in those statements or assumptions include matters not yet known to Ethos Capital or not currently
considered material by Ethos Capital.
Shareholders should keep in mind that any forward-looking statement made in this announcement or elsewhere
is applicable only at the date on which such forward-looking statement is made. New factors that could cause
the business of Ethos Capital not to develop as expected may emerge from time to time and it is not possible to
predict all of them. Further, the extent to which any factor or combination of factors may cause actual results,
performance, or achievement to differ materially from those contained in any forward-looking statement is not
known. Ethos Capital has no duty to, and do not intend to, update, or revise the forward-looking statements
contained in this announcement or any other information herein, except as may be required by law.
Date: 12-12-2025 03:35:00
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.
Sharenet Sites 
