EPE Capital Partners Ltd (Incorporated in the Republic of Mauritius) (Registration number C138883 C1/GBL) JSE share code: EPE ISIN: MU0522S00005 ( Ethos Capital ) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE ETHOS CAPITAL TO TAKE ANY FURTHER ACTION ABRIDGED PRE-LISTING STATEMENT Abridged pre-listing statement relating to the listing of Ethos Capital s issued A ordinary shares ( A Ordinary Shares ) in the Financials Speciality Finance sector of the Main Board of the exchange operated by JSE Limited ("JSE"), with effect from the commencement of trade on Friday, 5 August 2016. The information in this abridged pre-listing statement has been extracted from the full pre-listing statement issued by Ethos Capital on Monday, 18 July 2016 ( Pre-Listing Statement ). This abridged pre-listing statement is not complete and does not contain all of the information that readers of this abridged pre-listing statement should consider before subscribing for Offer Shares (as defined below). Investors should read the Pre-Listing Statement in its entirety. This abridged pre-listing statement is not, and shall not constitute, an offer, or an invitation or solicitation to the public to acquire the Offer Shares in any jurisdiction, and is issued in compliance with the Listings Requirements of the JSE ( Listings Requirements ) for the purpose of providing information to selected persons in South Africa and other jurisdictions, with regard to Ethos Capital. Capitalised words and expressions used in this abridged pre-listing statement shall, unless expressly defined herein or indicated otherwise by the context, bear the meanings ascribed to them in the Pre-Listing Statement. 1. Offer particulars This abridged pre-listing statement relates to offers for subscription by way of private placement made by Ethos Capital, subject to certain conditions (the Offer ), to selected institutional investors outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended ( Securities Act ) and, separately, in South Africa, to (i) selected persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, 71 of 2008, as amended ("South African Companies Act") and (ii) selected persons, acting as principal, acquiring A Ordinary Shares for a total acquisition cost of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act, to whom the Offer will specifically be addressed, and by whom the Offer will be capable of acceptance, of up to 184,416,667 A Ordinary Shares in the capital of Ethos Capital ( Offer Shares ). There shall neither be an over-allotment of shares in terms of the Offer, nor will there be any stabilisation activity. As part of the Offer, the Anchor Investors have committed, or indicated a firm intention, to subscribe for 91 981 667 Offer Shares in aggregate at the Offer Price (as defined below). The price at which the Offer Shares will be offered for subscription will be R10.00 per Offer Share ( Offer Price ). The gross proceeds from the issue of the Offer Shares receivable by Ethos Capital and in terms of the EPE Trust Subscription Agreement, the Ethos Private Equity Subscription Agreement and the Non-executive Director Subscription Agreement are estimated to be up to R2 billion if the Offer is fully subscribed. Subject to certain conditions (including the JSE s minimum free float requirement, as set out in the Listings Requirements, being attained), a primary listing of all of Ethos Capital s issued A Ordinary Shares has been granted by the JSE ("Listing ) in the Financials Speciality Finance sector of the exchange operated by the JSE under the abbreviated name ETHOSCAP, JSE code EPE and ISIN MU0522S00005. The Listing will be a foreign inward listing. The Financial Surveillance Department of the South African Reserve Bank has approved the Offer and the inward listing of Ethos Capital on the Main Board of the exchange operated by the JSE, and classified the inward listed A Ordinary Shares as 'domestic' for exchange control purposes. Accordingly, South African resident investors may trade the A Ordinary
Shares on the exchange operated by the JSE without having recourse to their foreign portfolio allowances. On the date of Listing (the Listing Date ), the share capital of Ethos Capital will comprise two classes of shares, namely A Ordinary Shares and B Shares of which there shall be 208,333,333 issued A Ordinary Shares (assuming the Offer is fully taken up) and 10,000 issued B Shares. The B Shares are unlisted, non-voting shares that will be issued to the EPE Trust in terms of the EPE Trust Subscription Agreement. For further information in respect of the B Shares, please see the Incorporation and Share Capital section of the Pre-Listing Statement. A company incorporated in Mauritius is not required, pursuant to the Mauritian Companies Act 2001 of Mauritius, as amended, to have an authorised share capital. 2. Overview of Ethos Capital 2.1. Highlights of the Ethos Capital investment proposition Ethos Capital is an investment entity incorporated as a public company under the laws of Mauritius. Ethos Capital holds a Category One Global Business Licence issued by the FSC. It is designed to offer investors long-term capital appreciation by investing, directly and indirectly, in a diversified portfolio of unlisted private equity type investments. Ethos Capital's investments will be sourced by Ethos Private Equity, as investment adviser, the largest private equity firm in sub- Saharan Africa, which has a proven track record of delivering investment returns with a Gross Realised IRR of 37.4% over a period of more than 30 years. The Ethos Capital investment proposition is based on: Unique access point: the opportunity to invest into Ethos Funds and co-invest alongside Ethos Private Equity through a liquid and efficient vehicle listed on the exchange operated by the JSE and governed by an independent Board of experienced private equity Non-executive Directors is unique. Demonstrated performance: Ethos Private Equity - the largest private equity firm in sub- Saharan Africa - has an established private equity investment track record, having generated investment returns with a Gross Realised IRR of 37.4% over a period of more than 30 years. Ethos Capital will have the ability to leverage off Ethos Private Equity's investment platform and share in its success. Diversification: Ethos Capital provides public-market investors with a liquid vehicle to indirectly access a diversified pool of unlisted small- to mid-sized companies through equity or equity-like instruments, which will be actively sourced by Ethos Private Equity to optimise investor returns. Alignment of interests: strong economic alignment with Ethos Private Equity, the investment adviser, to Ethos Capital, through a significant investment by Ethos Private Equity in Ethos Capital s A Ordinary Shares. Experienced private equity Non-executive Directors: the Board has an extensive understanding of, and a long track record in, the private equity industry and will leverage this experience in order to make optimal investment decisions for Ethos Capital. Structural efficiency: Ethos Capital conducts its business operations from Mauritius because of the business-friendly environment, the spread of tax treaties that Mauritius has with many, but not all, of the jurisdictions that Ethos Capital will invest in and its acceptance among global investors as an investment jurisdiction as at the date of this abridged pre-listing statement. This, combined with Ethos Private Equity's fee structure, which is structured so as to ensure that there are no "fees on fees", which achieves an alignment of interests between Ethos Private Equity and Shareholders, gives structural efficiency to Ethos Capital and ensures that the structure is fiscally transparent. Liquidity management: Ethos Capital will actively manage liquidity in the best interests of its Shareholders. As part of its liquidity strategy, the Board is committed to strategies to enhance the NAV per A Ordinary Share, which will include the potential repurchase of A Ordinary Shares should the price per A Ordinary Share trade at a discount to the prevailing total NAV per A Ordinary Share for a period of time. Any repurchase strategy implemented by the Board will take into account Ethos Capital s liquidity requirements and its fund commitments, and will initially only be implemented until Ethos Capital has invested 75% of the proceeds raised in the Offer. Post this, the Board will reconsider whether this repurchase strategy remains in the best interest of shareholders of Ethos Capital. 3. Overview of Ethos Private Equity
Ethos Private Equity, the investment adviser, was founded in 1984 and has an established track record of investing in private equity transactions in South Africa and other sub-saharan African countries. Ethos Private Equity targets control buyouts and selected expansion capital investments in companies with strong growth potential. Ethos Private Equity employs 61 members of staff, including 15 partners, which makes it the largest private equity firm in sub-saharan Africa. An institutionalised approach to investing, world-class governance, extensive origination networks and an experienced investment team provide Ethos Private Equity with a competitive advantage in the sub-saharan private equity market. Ethos Private Equity seeks to leverage its understanding of the South African and sub-saharan African markets to target small- to mid-sized companies best positioned to benefit from the region s unique growth dynamics. As an active investor, Ethos Private Equity has capitalised on its experience of owning businesses across a variety of investment, economic and political cycles to maximise value post-investment and generate superior returns. 3.1. Overview of Ethos Private Equity s track record Ethos Private Equity has an established track record, including: implementing 104 transactions since 1984, investing over R10.3 billion during this period; successfully realising 91 investments, generating 37.4% Gross Realised IRR and 3.4x multiple of cost; since Ethos Fund III (the first Ethos Fund that attracted international investors), which was raised in 1996, Ethos Private Equity has generated 27.1% Gross Realised IRR and a 3.5x multiple of cost; global independent investment adviser, RisCura's research shows that realised investments from Ethos Funds III-V achieved a 32.4% Net IRR over a 10-year period, and a 21.3% Net IRR over a 20-year period; 57% of all realised investments, by capital invested, have returned greater than 3.0x invested capital; and 93% of all realised investments by capital invested have returned greater than 2.0x invested capital. Ethos Private Equity has a proven investment strategy, including: positioning itself as the lead investor on transactions with control or joint control stakes in the majority of its deals; having an understanding of, and focus on, sub-saharan Africa, predominantly driven through expansion of its investee companies; implementing a theme-led approach with thorough evaluation of economic drivers and industry fundamentals; and significant hands-on involvement in portfolio companies, leveraging its Value Add capability to optimise financial and operational performance of its investment companies. 3.2. Ethos Private Equity's key strengths Ethos Private Equity's long-term success has been a result of institutionalising a set of core competencies, developed over decades, which underpin its investment approach. This approach has been refined to provide a flexible strategy, tailored to investing within the South African and sub-saharan African markets. Growth is a central principle of Ethos Private Equity's strategy: value is added by actively transforming the strategy, operations and finances of investee businesses, making them "best-in-class". Through pioneering thought leadership, creativity, and innovation, Ethos Private Equity has developed a long track record of sustainable, superior investor returns. Ethos Private Equity represents a unique combination of skill, innovation and stability. The existing partners have a combined 155 years of private equity experience, of which 149 has been at Ethos Private Equity. Ethos Private Equity has invested in 104 acquisitions since 1984 of which 91 have been successfully realised. This unique history has inspired a distinctive approach and driven Ethos Private Equity's success. The key strengths of Ethos Private Equity's value proposition include: an established track record and excellence in investing; a commitment to, and alignment with, fund investors; a unified, high-performance culture and commitment to transformation;
its broad origination platform and business networks; a consistent, disciplined investment process; its local presence, commitment to, and focus on, sub-saharan Africa; a flexible, innovative approach to transactions; adding value to, and influencing the strategy of, investee companies; and the ability to drive value creation through the investment cycle and optimise exits. 4. Ethos Capital's Investment Strategy Ethos Capital's investment objective is to develop a diversified portfolio of investments that will provide its Shareholders with superior long-term returns by leveraging Ethos Private Equity's active management model to maximise investor returns. The affairs of the company will be governed by an experienced, independent Board, comprising two independent, Mauritian resident directors and a majority of directors from outside of South Africa. The Board has an understanding of, and a long track record in, the private equity industry and will be responsible for making all of the investment decisions for Ethos Capital. Ethos Capital has entered into the Investment Services Agreement with Ethos Private Equity in terms of which Ethos Private Equity, as investment adviser, will provide investment advice (including sourcing investments), administrative and back-office services to Ethos Capital. Ethos Capital will obtain exposure to a diversified pool of unlisted assets. This exposure will be achieved through the following investment strategies, which are the primary lines of business of Ethos Capital: Primary Investments: consisting of commitments to various Ethos Funds (whether directly or through other intermediate holding entities) during their respective fund-raising processes; Secondary Investments: acquisitions (whether directly or through other intermediate holding entities) of existing Limited Partner interests in various Ethos Funds; Direct Investments: acquisitions of interests in underlying investee companies from Ethos Funds and/or acquisitions of interests in underlying investee companies (whether directly or through other intermediate holding entities) alongside Ethos Funds to the extent that the Ethos Funds require co-investors in the underlying investee companies; and Temporary Investments: Ethos Capital will also make temporary investments in a portfolio of low-risk, liquid debt instruments (including, inter alia, South African government bonds and other similar, low-risk, liquid instruments) for cash management purposes, as appropriate. It is likely that Ethos Capital will invest the majority of its capital in Primary Investments and Secondary Investments, with a maximum of 30% of Ethos Capital s NAV (based on the latest quarterly NAV valuation) being invested in Direct Investments at the time that any such Direct Investment is approved by the Board. On completion of the Offer, Ethos Capital intends to make an initial commitment to Ethos Mid Market Fund I, Ethos Fund VII and Ethos Mezzanine Fund. On completion of the Offer, Ethos Capital is also expected to make a Secondary Investment in Ethos Fund VI. Ethos Private Equity has sourced and proposed these investment commitments to the Investment Committee, which subsequently analysed and recommended these investment commitments to the Board, in accordance with Ethos Capital's Investment Strategy. The Board has analysed the recommendation of the Investment Committee and approved these investment commitments. Pursuant to the Investment Strategy, Ethos Capital will continue to make investments in and alongside existing and future Ethos Funds. As the proceeds raised under the Offering will be less than Ethos Capital's contemplated commitments (ie, Ethos Capital will be over-committed), it is therefore contemplated that Ethos Capital will use the net proceeds of the Offer, any proceeds from its Primary Investments, Secondary Investments, Direct Investments, Temporary Investments and/or the funds available to it under the RMB Facility, from time to time, in accordance with its Investment Strategy and investment pipeline, to meet these commitments, as and when they become due. It is possible, although not currently contemplated, that Ethos Capital will raise further capital from Shareholders in the future if the appropriate investment opportunities exist. As at the date of this abridged pre-listing statement, Ethos Capital has not made, and, on the Listing Date, Ethos Capital will not have made, any firm commitments to make any investment.
There is also no certainty that Ethos Capital will be able to make the intended investments outlined above. The contemplated Secondary Investment in Ethos Fund VI is, for example, subject to one or more of the existing Limited Partners in Ethos Fund VI agreeing to sell their interests in Ethos Fund VI to Ethos Capital. Ethos Funds that have launched recently or are likely to launch in the near future are detailed below. Ethos Fund VII The current Ethos Fund VI is approaching the end of its investment cycle as a fund and is starting its realisation phase. As such, Ethos Private Equity intends to begin the capital raising process for Ethos Fund VII during the second half of 2016 or early 2017. While the target size of Ethos Fund VII is yet to be determined, it is envisaged to be between R8 billion and R10 billion. The objective of Ethos Fund VII will be to invest in private companies with market-leading positions, an identifiable competitive advantage, strong cash flows and significant growth potential. Ethos Fund VII will target companies with an enterprise value of between R1.5 billion to R7 billion and would seek to invest between R450 million to R1 billion in each opportunity. Ethos Fund VII (as is the case with Ethos Fund VI) will be managed by Ethos Private Equity and its associates. Ethos Fund VII will focus on transactions in both South Africa and other select countries in sub-saharan Africa (up to 25% of Ethos Fund VII s committed capital may be invested in companies whose primary business activities are located outside of South Africa in sub-saharan Africa). If the Offer size is equal to R1.5 billion, Ethos Capital s intended commitment to Ethos Fund VII is R2 billion, which intended commitment increases on a pro rata basis to R2. billion, to the extent that the Offer size equals R2 billion, subject to Ethos Fund VII being raised. Ethos Capital may increase this intended commitment to Ethos Fund VII prior to the final close of Ethos Fund VII. Ethos Mid Market Fund I Ethos Private Equity has recently launched Ethos Mid Market Fund I and is in the process of raising capital for this fund. The target capital to be raised for Ethos Mid Market Fund I is R2.5 billion to R3.0 billion. Ethos Mid Market Fund I is a majority black-owned vehicle and its objective is to invest in private companies with market-leading positions, an identifiable competitive advantage, strong cash flows and significant growth potential. Ethos Mid Market Fund I will target companies with an enterprise value of between R500 million to R1.5 billion and would seek to invest between R100 million and R350 million in each opportunity. The manager of Ethos Mid Market Fund I is 49% owned by Ethos Private Equity and 51% owned by the management team of that Fund. 51% of the economic and voting interest of the manager is held by Black People and Sonja de Bruyn Sebotsa will be the executive Chairman of the Fund. The manager will retain Ethos Private Equity to provide it with administrative services in relation to Ethos Mid Market Fund I. It is intended that Ethos Mid Market Fund I qualify to be considered as a Black Person in terms of B-BBEE Legislation. In order to comply with the B-BBEE Codes, Ethos Mid Market Fund I will seek to invest, over the course of its commitment period, at least 51% of the value of funds under management in companies that have at least a 25% direct black shareholding (including the shareholding of Ethos Mid Market Fund I) using the flow through principle (as defined in the B- BBEE Codes). While the key focus of Ethos Mid Market Fund I is on effecting investments in the mid-market space (which is expected to account for the majority of Ethos Mid Market Fund I s capital), it will also co-invest as the B-BBEE partner alongside other funds (including, without limitation, funds managed by Ethos Private Equity) in certain transactions and benefit from facilitated B-BBEE transactions with companies that require a long-term B-BBEE partner that has capital to meet growth requirements.
Ethos Mid Market Fund I will focus on transactions in South Africa and other select countries in sub-saharan Africa (up to 25% of Ethos Mid Market Fund I's committed capital may be invested in companies whose primary business activities are located outside of South Africa in sub-saharan Africa). If the Offer size is equal to R1.5 billion, Ethos Capital's intended commitment to Ethos Mid Market Fund I is R750 million, which intended commitment increases on a pro rata basis to R1 billion, to the extent that the Offer size equals R2 billion, subject to the Fund being raised. Ethos Capital intends to commit up to R550 million upon first close of the Fund and a further R450 million, (this additional commitment being subject to Ethos Capital's commitment not exceeding 50% of the total commitments received by the Ethos Mid Market Fund I) on final close. Ethos Capital may increase this intended commitment to Ethos Mid Market Fund I prior to the final close of Ethos Mid Market Fund I. Ethos Fund VI has been warehousing approximately R500 million of B-BBEE assets. Subject to approval by the relevant advisory boards, Ethos Mid Market Fund I may acquire some or all the B- BBEE assets from Ethos Fund VI soon after the first close of Ethos Mid Market Fund I. To the extent that this acquisition of the B-BBEE assets is concluded, Ethos Capital, as an intended first close investor in Ethos Mid Market Fund I, will earn the higher of i) Prime Rate plus 2% or ii) the growth in net asset value of the B-BBEE assets from the date of the acquisition to the date of the final close of Ethos Mid Market Fund I. Ethos Mezzanine Fund Ethos Mezzanine Fund will invest in mezzanine financial instruments including, inter alia, second lien loans, convertible loans, payment-in-kind notes and preference shares. Ethos Mezzanine Fund will target market-leading companies with a sustainable competitive advantage and/or critical success factors with proven track record of sufficiently predictable free cash flow to service debt and experienced management teams. Ethos Mezzanine Fund will focus on transactions in South Africa and other select countries in sub- Saharan Africa (up to 30% of Ethos Mezzanine Fund's committed capital may be invested in companies whose primary business activities are located outside of South Africa in sub-saharan Africa). If the Offer size is equal to R1.5 billion, Ethos Capital's intended commitment to Ethos Mezzanine Fund is R200 million, which intended commitment increases on a pro rata basis to R400 million, to the extent that the Offer size equals R2 billion, subject to Ethos Mezzanine Fund being raised and Ethos Capital's commitment not exceeding 33% of the total commitments received by Ethos Mezzanine Fund on final close. Ethos Capital may increase this intended commitment to Ethos Mezzanine Fund prior to the final close of Ethos Mezzanine Fund. Secondary Investment Ethos Fund VI The current Ethos Fund VI is coming to the end of its investment cycle and is starting its realisation phase. The objective of Ethos Fund VI is to invest in private companies with market-leading positions, an identifiable competitive advantage, strong cash flows and significant growth potential. Ethos Fund VI targeted companies with an enterprise value of between R1 billion to R5 billion and sought to invest between R350 million to R1 billion in each opportunity. Ethos Fund VI is managed by Ethos Private Equity and its associates. Ethos Fund VI focuses on transactions in both South Africa and other select countries in sub-saharan Africa (up to 20% of Ethos Fund VI s committed capital may be invested in sub-saharan Africa). Ethos Capital intends to invest R600 million in Secondary Investments, namely in Ethos Fund VI. Ethos Capital may make an offer to purchase Limited Partner interests in Ethos Fund VI from existing Ethos Fund VI Limited Partners post Listing.
5. Directors Temporary Investments Pursuant to its strategy of active liquidity management, Ethos Capital's surplus cash (in excess of investment and short term liquidity requirements) will be invested in a portfolio of Temporary Investments. This portfolio will be managed by Ashburton Fund Managers Proprietary Limited on behalf of Ethos Capital. The details of the directors of Ethos Capital are set out below: Name, age and nationality Yvonne Stillhart, 48, Swiss Derek Prout-Jones, 53, South African Kevin Allagapen, 39, Mauritian Michael Pfaff, 54, South African Business address Level 10, Standard Chartered Tower 19 Cybercity Ebene Mauritius Level 10, Standard Chartered Tower 19 Cybercity Ebene Mauritius Level 10, Standard Chartered Tower 19 Cybercity Ebene Mauritius Level 10, Standard Chartered Tower 19 Cybercity Ebene Mauritius Occupation / function Chairperson, Independent Nonexecutive Director Independent Nonexecutive Director Independent Nonexecutive Director Independent Nonexecutive Director Yuvraj Juwaheer, 57, Mauritian 6. Salient dates and times Level 10, Standard Chartered Tower 19 Cybercity Ebene Mauritius Independent Nonexecutive Director 2016 Opening time and date of the Offer: 09:00 on Monday, 18 July Expected last time and date for indication of interest for the 12:00 on purposes of the bookbuild: Friday, 29 July Successful applicants advised of allocations: Monday, 1 August Final number of Offer Shares released on SENS:: Monday, 1 August Final number of Offer Shares published in the press: Tuesday, 2 August Expected settlement date and Listing Date on the exchange operated by the JSE: Friday, 5 August 7. Copies of the Pre-Listing Statement The Pre-Listing Statement is only available in English and copies thereof may be obtained during normal business hours from Monday, 18 July 2016 until Monday, 1 August 2016 from Ethos Private Equity and Rand Merchant Bank, a division of FirstRand Bank Limited, at their respective physical addresses which appear below:
The registered office of Ethos Private Equity: 35 Fricker Road Illovo 2196 Johannesburg South Africa The office of Rand Merchant Bank: 1 Merchant Place Cnr Rivonia Road and Fredman Drive Sandton 2196 Johannesburg South Africa The Pre-listing Statement will also be available Ethos Capital s website at www.ethoscapital.mu from 18 July 2016 until 1 August 2016. Ebene, Mauritius (with simultaneous circulation in Johannesburg) 18 July 2016 Financial adviser, sole global coordinator, bookrunner and sponsor Rand Merchant Bank, a division of FirstRand Bank Limited Legal advisers Webber Wentzel, South African legal adviser to Ethos Capital Bedell Cristin (Mauritius) Partnership, Mauritian legal adviser to Ethos Capital Cliffe Dekker Hofmeyr Inc., South African tax adviser to Ethos Capital Bowman Gilfillan Inc., South African legal adviser to the Global Coordinator Auditors and independent reporting accountant Deloitte DISCLAIMER: This abridged pre-listing statement is not and shall not constitute an offer, or an invitation or solicitation to the public to acquire the Offer Shares in any jurisdiction and is issued in compliance with the Listings Requirements of the JSE ( Listings Requirements ) for the purpose of providing information to selected persons in South Africa and other jurisdictions, with regard to Ethos Capital. No action has been or will be taken by Ethos Capital or Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB") to permit a public offering of the Offer Shares in any jurisdiction. No action has been, or will be, taken to permit the possession or distribution of this abridged pre-listing statement or the Pre-listing Statement (or any other offering or publicity materials or application form(s) relating to the Offer Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this abridged pre-listing statement, the Pre-listing Statement, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. This abridged pre-listing statement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The Offer Shares have not been, and will not be, registered under the Securities Act. The Offer Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In South Africa, the Offer will only be made by way of separate private placements to (i) selected persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, 71 of 2008, as amended ("South African Companies Act") and (ii) selected persons, acting as principal, acquiring A Ordinary Shares for a total acquisition cost of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act, and to whom the Offer will specifically be addressed, and by whom the Offer will be capable of acceptance, ( Qualifying Investors ) and this abridged pre-listing statement and the Pre-listing Statement are only being made available to such Qualifying Investors. The Offer and the relevant information that pertains to such Offer in respect of each class of Qualifying Investor is combined in the Pre-listing Statement for the sake of convenience only. Accordingly: (i) the Offer is not an offer to the public as contemplated in the South African Companies Act; (ii) this abridged pre-listing statement and the Pre-listing Statement do not, nor do they intend to, constitute a registered prospectus, as contemplated by the South African Companies Act; and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission ( CIPC ) in respect of the Offer. As a result, neither this abridged pre-listing statement nor the Pre-listing Statement complies with the substance and
form requirements for a prospectus set out in the South African Companies Act and the South African Companies Regulations of 2011, and neither have been approved by, and/or registered with, the CIPC, or any other South African authority. The JSE has approved the Pre-listing Statement. The information contained in this abridged pre-listing statement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Offer Shares or in relation to the business or future investments of Ethos Capital is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this abridged pre-listing statement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Ethos Capital is not a financial services provider licensed as such under the FAIS Act. This abridged pre-listing statement and the Pre-listing Statement do not constitute an offer of securities to the public in the United Kingdom. This abridged pre-listing statement and the Pre-listing Statement are only being distributed to and are 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 ( Order ); or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as Relevant Persons ). The Offer Shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such 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 abridged pre-listing statement or the Pre-listing Statement or any of their contents. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC, as amended, (together with any applicable implementing measures in any Member State, the Prospectus Directive ) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. This abridged pre-listing statement contains statements about Ethos Capital, Ethos Private Equity and/or the Ethos Funds 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 intends to invest; cash costs; operating results, investment prospects, results and performance, return on investment, realisations, valuations; growth prospects and outlook for investments or funds, individually or in the aggregate; liquidity, capital resources and expenditure; and the outcome and consequences of any investment strategy. 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. By their nature, forward-looking statements involve 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, returns, financial and operating conditions, liquidity and the developments within the industries in which Ethos Capital intends to invest may differ materially from those made in, or suggested by, the forward-looking statements contained in this abridged pre-listing statement. Investors should keep in mind that any forward-looking statement made in this abridged pre-listing statement 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, or other matters to which such forward-looking statements relate, 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 or matters to differ materially from those contained in any forward-looking statement are not known. Each of Ethos Capital and RMB, and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this abridged pre-listing statement whether as a result of new information, future developments or otherwise. RMB and its directors, officers, employees, advisers or agent do not accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this abridged pre-listing statement (or whether any information has been omitted from the abridged pre-listing statement) or any other information relating to Ethos Capital, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the abridged pre-listing statement or its contents or otherwise arising in connection therewith.
RMB is acting exclusively for Ethos Capital and no-one else in connection with the Offer. RMB will not regard any other person as it client in relation to the Offer and will not be responsible to anyone other than Ethos Capital for providing the protections afforded to its clients, nor for providing advice in relation to the Offer, the contents of this abridged pre-listing statement or any transaction, arrangement or other matter referred to herein. In connection with the Offer, RMB and any of its affiliates, acting as an investor for its own account, may take up A Ordinary Shares in the Offer and in that capacity may retain, purchase or sell for its own account such securities and any A Ordinary Shares or related investments and may offer or sell such A Ordinary Shares or other investments otherwise than in connection with the Offer. Accordingly, references in the abridged pre-listing statement to A Ordinary Shares being offered or placed should be read as including any offering or placement of A Ordinary Shares to RMB or any of its affiliates acting in such capacity. In addition, RMB or its affiliates may enter into financing arrangements (including swaps) with investors in connection with which RMB (or its affiliates) may from time to time acquire, hold or dispose of A Ordinary Shares. RMB does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.