Wrap Text
Declaration announcement: Pro rata repurchase of Ethos Capital shares pursuant to the realisation transaction
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")
DECLARATION ANNOUNCEMENT: PRO RATA REPURCHASE OF ETHOS CAPITAL SHARES
PURSUANT TO THE REALISATION TRANSACTION
1. INTRODUCTION
Shareholders of Ethos Capital ("Shareholders") are referred to the announcements released
by the Company on the Stock Exchange News Service ("SENS") on 12 December 2025 and
29 January 2026 (collectively, the "Previous Announcements"), whereby they were advised
of, inter alia, the proposed transaction in terms of which the Company will dispose of the
Residual Assets to the Investor Group (the "Transaction"), following which the Company
would likely return capital to Shareholders by way of a Repurchase of Ethos Capital Shares
(as defined below).
As set out in the Previous Announcements, the Board confirms that it believes that the most
appropriate mechanism to return the cash proceeds arising from the Transaction and the
Company's available net cash raised from the Optasia Sell-down (as defined below) to all
Shareholders, is by way of a pro rata repurchase of Ethos Capital Shares (as defined below)
from all Shareholders.
The purpose of this announcement is to provide Shareholders with further details regarding
the implementation of the proposed Repurchase.
Unless otherwise defined in this announcement, capitalised terms used herein have the
meanings given to them in the Previous Announcements.
2. RATIONALE
The purpose of the Repurchase is to return capital to all Shareholders pursuant to the
implementation of the Transaction and the partial sell-down (the "Optasia Sell-down") of the
ordinary shares that were indirectly held by Ethos Capital in Channel VAS Investments
Limited t/a Optasia ("Optasia") as part of the listing and initial public offering of Optasia in
November 2025 (the "Optasia Listing") as outlined in the Previous Announcements.
Following the implementation of the Transaction, the Repurchase will be implemented in
order to return the proceeds of the Transaction and the Optasia Sell-down to all Shareholders
in line with their pro rata shareholding in the Company.
The Board determined that the Repurchase is the most appropriate mechanism to facilitate
all shareholders participating on a pro rata basis in the return of capital, having regard to a
number of factors.
As outlined in the Previous Announcements, the Company will retain its investment in
Optasia following the sale of the Residual Assets under the Transaction, which holding is
subject to a six-month lock-up post the Optasia Listing. Shareholders will be updated about
any monetisation of the Optasia investment in future.
3. TERMS OF THE REPURCHASE
The Company hereby makes the Repurchase offer to Shareholders on the terms and
conditions set out in this announcement. The Repurchase will be funded out of the
Company's net cash raised from the Optasia Sell-down and the proceeds arising from the
Transaction.
The Repurchase will be implemented as a return of capital to Shareholders by way of the pro
rata repurchase of the issued A ordinary shares in the capital of the Company ("Ethos Capital
Shares") from Shareholders based on 41.50000% of their shareholdings as of the record date
(the "Repurchase Ratio"), at a price per Ethos Capital Share of 810.00 cents (R8.10) (the
"Repurchase Consideration").
The Repurchase Consideration is based on the latest estimate of the current net asset value
per share ("NAVPS") of the Company, which has increased from the last reported estimate of
R7.57 (as per SENS issued on 12 December 2025), with the increase being principally due to
the increase in the Optasia share price.
The total number of Ethos Capital Shares that are to be repurchased is expected to be
106,233,958 Ethos Capital Shares, representing approximately 41.50000% of the Company's
current issued share capital (excluding any A ordinary shares held in treasury).
Accordingly, on this basis, the Company will return an aggregate amount of R860,495,060 to
Shareholders through the Repurchase.
Only whole numbers of Ethos Capital Shares will be repurchased. Where the Repurchase
Ratio results in the Company becoming entitled to repurchase a fraction of an Ethos Capital
Share, such fractional entitlement will be rounded down to the nearest whole number,
resulting in only whole shares being repurchased.
The Repurchase Consideration will be paid to each Shareholder, in full, in cash.
All Ethos Capital Shares repurchased will be cancelled as issued shares and delisted from
the JSE.
Shareholders must instruct their Central Securities Depository Participant ("CSDP") or,
broker or intermediary of their acceptance of the Repurchase in accordance with the custody
agreement entered into with such intermediary. Shareholders who do not provide
instructions to their CSDP or broker by 12:00 on Friday, 6 March 2026, will be deemed to have
authorised their CSDP or broker, acting as their agent under the custody agreement, to accept
the Repurchase on their behalf.
4. CONDITIONS PRECEDENT TO THE REPURCHASE
The implementation of the Repurchase is subject to fulfilment or waiver of certain conditions
precedent, including the receipt of all requisite regulatory approvals required for
implementation of the Repurchase and the Transaction becoming unconditional by no later
than 11:00 on Wednesday, 25 February 2026.
5. SALIENT DATES AND TIMES
The salient dates for implementation of the Repurchase are set out below.
PRINCIPAL EVENTS DATES
(2026)
Ethos Capital releases a declaration announcement regarding the Friday, 13 February
Repurchase on SENS on
Ethos Capital releases a finalisation announcement in relation to the Wednesday, 25 February
Repurchase before 11:00 on
Last day to trade Ethos Capital Shares to participate in the Repurchase Tuesday, 3 March
on
Ethos Capital Shares trade "ex" the entitlement to participate in the Wednesday, 4 March
Repurchase on
Record date for the Repurchase on Friday, 6 March
Payment of cash consideration to Shareholders by Ethos Capital Monday, 9 March
and Shareholders' CSDPs accounts updated
Note:
1. The above dates and times are subject to change and/or amendment at the discretion of Ethos
Capital, subject to the approval of the JSE, if required. Any such amendment will be published on
SENS.
2. There will be no rematerialisation or dematerialisation between Wednesday, 4 March 2026 and Friday, 6 March 2026, both days inclusive.
6. FOREIGN SHAREHOLDERS
The release, publication or distribution of this announcement in jurisdictions other than
South Africa and Mauritius may be restricted by law, and therefore any persons who are
subject to the laws of any jurisdiction other than South Africa and Mauritius should inform
themselves about, and observe, any applicable requirements. Any failure to comply with the
applicable requirements may constitute a violation of the securities or other laws of any such
jurisdiction.
7. EXCHANGE CONTROL
All South African Shareholders who participate in the Repurchase will receive payment of the
Repurchase Consideration in ZAR/Rand in South Africa, into the accounts nominated for the
relevant South African Shareholders by their duly appointed CSDP or broker, in terms of the
provisions of the custody agreement with their CSDP or broker.
In the case of Shareholders who are not South African residents as contemplated in the
Exchange Control Regulations, 1961, as amended, promulgated in terms of section 9 of the
South African Currency and Exchanges Act, No. 9 of 1993, as amended ("Non-resident
Shareholders"), their Repurchase Consideration will be paid to their duly appointed CSDP or
broker and credited to such Non-resident Shareholders in terms of the provisions of their
custody agreement with their CSDP or broker.
Non-resident Shareholders must satisfy themselves as to the full observance of the
laws of any applicable jurisdiction concerning the receipt of any monies pursuant to a
repurchase of their Ethos Capital Shares in terms of the Repurchase, including any
requisite governmental or other consents, observing any other requisite formalities and
paying any transfer or other taxes due in such other jurisdictions, and are required to
advise the Company of all such filing or regulatory obligations with which the Company
may be required to comply in such jurisdictions in relation to the repurchase of their
Ethos Capital Shares under the Repurchase, if any. The Company and its board of
directors and advisors accept no responsibility for the failure by a Shareholder to inform
itself about, or to observe, any applicable legal requirements in any relevant jurisdiction,
nor for any failure by the Company to observe the requirements of any jurisdiction.
8. TAX IMPLICATIONS
The tax implications of the Repurchase are dependent upon the individual circumstances of
the Shareholders concerned and the tax jurisdiction applicable to such Shareholder.
Shareholders should therefore take their own advice on the taxation effects of the
Repurchase. It is recommended that prior to taking any action pertaining to participation in
the Repurchase, Shareholders should seek appropriate advice from their own tax and/or
other professional advisors regarding the taxation implications arising out of the participation
in the Repurchase.
For South African tax resident Shareholders, or persons liable for tax in South Africa, the
repurchase will constitute a foreign return of capital and will not constitute a foreign dividend
as contemplated in the South African Income Tax Act 58 of 1962 (as amended).
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
13 February 2026
Sponsor
RAND MERCHANT BANK, (A division of FirstRand Bank Limited)
Financial adviser to the Company
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. For the avoidance of
doubt, the Reinvestment Option is not being made available by the Company.
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: 13-02-2026 02:34:00
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