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NAV, NAVPS and cautionary update, proceedings at the AGM and declaration of Brait Exchangeable Bonds Unbundling
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")
VOLUNTARY NAV, NAVPS AND CAUTIONARY UPDATE, PROCEEDINGS AT THE AGM
AND DECLARATION OF BRAIT EXCHANGEABLE BONDS UNBUNDLING
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO CANADA OR ANY
OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL
Ethos Capital is an investment holding company, registered, and incorporated in Mauritius. It is listed
on the Johannesburg Stock Exchange ("JSE") and offers shareholders potential long-term capital
appreciation through investments into Funds or co-investments that are actively managed by Ethos
Private Equity ("Ethos"), providing the Company with exposure to a diversified portfolio of unlisted
private equity type investments
The 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 has adopted the NAVPS
as the relevant measure for trading statement purposes.
Below is a voluntary update of the Group since the annual results announcement published on the
Stock Exchange News Service ("SENS") in September 2025.
Voluntary NAV and NAVPS update
30 September 2025 update
The NAVPS of the Group at 30 September 2025 increased by 3.9% to R8.90, compared to the NAVPS
at 30 June 2025 of R8.57.
An analysis of the movements in the Group's NAV and NAVPS over the 3-month period is detailed
below:
R' million At 30 June 2025 At 30 Sept 2025
Optasia 1,214 1,310
Brait Exchangeable Bonds 176 169
Realised asset (MTN ZF) 47 7
Realised asset (iKhokha) 53 41
Residual Assets (Other unlisted portfolio assets) 881 901
Total assets 2,371 2,428
Net (debt) / cash (177) (149)
Net asset value 2,194 2,279
NAVPS – Rand 8.57 8.90
The increase in NAVPS was largely attributable to unrealised revaluation gains on Optasia, resulting
from further growth in its EBITDA of nearly 11% over the quarter, that was partially offset by the
weakening of the US$:ZAR exchange rate. The valuation, conducted prior to Optasia's listing,
implied a share price of R17.33 (relative to the listing price of R19.00 and current share price of
R19.80).
The price of the Brait Exchangeable Bonds decreased by 3.8% to R760 as at 30 September 2025.
The realisations of MTN Zakhele Futhi ("MTN ZF") and iKhokha were noted in the 30 June 2025
annual results announcement, with Ethos Capital receiving the initial R42.6 million in proceeds from
MTN ZF during September 2025 (with a further R6.7 million expected before the end of the year).
Crossfin made the decision to retain a portion of the iKhokha proceeds to partially settle its group
debt. This contributed to growth in the value of the Residual Assets and decreased the distributed
proceeds (from the iKhokha sale) to Ethos Capital by R11.7 million.
The Residual Assets increased by 2.2% over the quarter from R881 million to R901 million. On a like-
for-like basis, these assets grew from R881 million to R889 million with an additional R11.7 million
uplift in value to R901 million due to the reduction in the Crossfin debt. There were mixed
performances across the portfolio with the largest positive NAV contribution from Vertice, that grew
its maintainable EBITDA by over 6% and resulted in a R24.9 million increase in NAV (to R255.9
million), and e4, which increased the NAV by R7.2 million. The decreases to the September NAV
were largely as a result of reductions in Echo and Eazi Group.
Optasia IPO and sell-down
As announced by the Company on SENS on 3 November 2025, Optasia successfully completed its
Initial Public Offering ("IPO") and listed its shares on the JSE on 4 November 2025 at a listing price
of R19.00, that reflects a 17% premium to the NAV of Optasia in Ethos Capital's 30 June 2025 results
(and c.10% premium to the 30 September 2025 valuation).
As part of the listing, the Ethos Optasia Consortium SPV (the special purpose vehicle which holds
Ethos Capital's indirect interests in Optasia that it holds via Ethos funds) sold 26.4% of its shares at
the listing price. As a result, Ethos Capital's indirect interest in Optasia reduced from 6.5% to 4.5%
and R339 million of net proceeds will flow (after the Company's pro-rata share of fees and
withholding taxes ("WHT")). The WHT can be offset against the Company's future income tax
liabilities.
Below is a summary of changes to the Group's adjusted NAV and NAVPS since 30 September 2025,
which incorporates the impact of the Optasia IPO, the realisation of the Company's indirect Optasia
stake, and current listed asset valuations.
R' million At 30 Sept 2025 Current at 17 Nov 2025
Optasia 1,310 1,097
Brait Exchangeable Bonds 169 172
Realised asset (MTN ZF) 7 7
Realised asset (iKhokha) 41 41
Residual Assets (Other unlisted portfolio assets) 901 901
Total assets 2,428 2,218
Net (debt) / cash (1) (149) 190
Net asset value 2,279 2,408
NAVPS – Rand 8.90 9.41
(1) Net debt decreased to net cash post IPO proceeds
The adjusted NAVPS of R9.41 represents a 9.8% increase over Ethos Capital's 30 June 2025 NAVPS
of R8.57, principally driven by the valuation increase of Optasia which increased to R19.80 as at 17
November 2025.
Cautionary update
Further to the cautionary announcement published on SENS on 3 November 2025 where the
Company had announced that it had received an unsolicited Non-Binding Offer ("NBO") to acquire
the Company's Residual Assets, Ethos Capital shareholders are advised that the engagement on the
NBO remains ongoing.
Ethos Capital shareholders are reminded to continue exercising caution when dealing in the
Company's securities until a further announcement is made.
Proceedings at the Annual General Meeting
At the Annual General Meeting ("AGM") of Ethos Capital held on Tuesday, 18th November 2025, all
the ordinary resolutions and special resolution which were proposed, were approved by the
requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM
as follows:
Votes cast disclosed as a Number of Shares voted Shares abstained
percentage in relation to shares disclosed as a disclosed as a
the total number of shares voted percentage in percentage in
Resolutions voted at the meeting relation to the relation to the
total issued total issued
For Against shares* shares*
% % % %
Ordinary resolution number 1: 100.00 - 192,597,139 75.24 0.02
Approval of the audited Annual
Financial Statements
Ordinary resolution number 2: 95.05 4.95 192,597,139 75.24 0.02
Reappointment of Deloitte &
Touche (South Africa) as the
independent auditor
Ordinary resolution number 3: 95.05 4.95 192,597,139 75.24 0.02
Reappointment of Deloitte &
Touche (Mauritius) as the
independent auditor
Ordinary resolution number 4: 100.00 - 165,930,473 64.82 10.44
Confirmation of appointment of
Mr Peter Hayward-Butt as
Director
Ordinary resolution number 5: 100.00 - 165,930,473 64.82 10.44
Re-election of Mr Kevin
Allagapen as Director
Ordinary resolution number 6: 100.00 - 165,930,473 64.82 10.44
Re-election of Mr Michael Pfaff
as Director
Ordinary resolution number 7: 94.23 5.77 165,930,473 64.82 10.44
Confirmation of appointment of
Mr Peter Hayward-Butt as a
member of the Audit and Risk
Committee
Ordinary resolution number 8: 99.97 0.03 165,930,473 64.82 10.44
Re-election of Mr Kevin
Allagapen as a member and
chairperson of the Audit and
Risk Committee
Ordinary resolution number 9: 100.00 0.00 165,930,473 64.82 10.44
Re-election of Mr Yuvraj
Juwaheer as a member of the
Audit and Risk Committee
Ordinary resolution number 10: 78.43 21.57 192,597,139 75.24 0.02
Approval of Non-Executive
Directors' remuneration
Ordinary resolution number 11: 78.45 21.55 192,597,139 75.24 0.02
Endorsement of the
remuneration policy
Ordinary resolution number 12: 78.45 21.55 192,597,139 75.24 0.02
Endorsement of the
implementation report on the
remuneration policy
Special resolution number 1: 94.26 5.74 165,930,473 64.82 10.44
Approval of general authority
to acquire or repurchase the
Company's shares, up to 20%
(51,282,791) of the shares in
issue at the beginning of the
2026 financial year
*Total issued shares are 255,985,440 (net of repurchased shares held in treasury)
Unbundling of Brait Exchangeable Bonds
Following the confirmation of approval for the unbundling of the Brait Exchangeable Bonds from the
Financial Surveillance Department of the South African Reserve Bank, the Ethos Capital Board of
Directors has approved the unbundling of the Brait Exchangeable Bonds. Further details in relation
to the process and implementation timetable are noted below in the Declaration announcement.
Declaration announcement: Unbundling by Ethos Capital of the Brait Bonds (as defined below)
1. INTRODUCTION
1.1 Shareholders of Ethos Capital ("Ethos Capital Shareholders") are referred to the
announcements released by the Company on SENS on 13 November 2023,
24 June 2024, 25 September 2025 and 3 November 2025, respectively wherein Ethos
Capital Shareholders were advised that:
1.1.1 the Ethos Capital board of directors (the "Board") had decided to focus on
winding down Ethos Capital by divesting of its asset base in an orderly manner
whilst making no new capital investments and had accordingly been involved in
discussions with Ethos Capital Shareholders regarding a number of options to
unlock value for the Ethos Capital Shareholders (the "Divestiture Plans");
1.1.2 consequently in June 2024, the Board decided to progress its Divestiture Plans
by unbundling a portion of its investment in Brait PLC ("Brait"), comprising of all
of the Brait ordinary shares, held indirectly by Ethos Capital through the Ethos
Direct Investments Fund and Ethos Fund VII (together, the "Funds"), to Ethos
Capital Shareholders (the "2024 Brait Unbundling");
1.1.3 following the implementation of the 2024 Brait Unbundling and in furtherance of
the objectives set out in its Divestiture Plans, the Board decided (based on the
recommendation of the Investment Advisor) to unbundle the remaining portion
of its investment in Brait, comprising of the senior unsecured exchangeable
registered bonds, held indirectly by Ethos Capital through the Funds, in Brait
Investment Holdings Limited, a wholly owned subsidiary of Brait ("BIH"), on behalf
of Ethos Capital as a limited partner (the "Brait Bonds") to Ethos Capital
Shareholders (the "2025 Brait Unbundling"); and
1.1.4 the Board expects to implement the 2025 Brait Unbundling as soon possible this
year, following receipt of the requisite confirmation or approval of the Financial
Surveillance Department of the South African Reserve Bank (the "FinSurv
Approval").
1.2 Accordingly, Ethos Capital Shareholders are hereby advised that:
1.2.1 the FinSurv Approval was received on Tuesday, 11 November 2025; and
1.2.2 accordingly, the Board has (based on the recommendation of the Investment
Advisor) resolved to implement the 2025 Brait Unbundling in accordance with the
terms set out in this declaration announcement.
2. THE 2025 BRAIT UNBUNDLING
2.1 The 2025 Brait Unbundling will be implemented as a capital distribution in specie to
Ethos Capital Shareholders of, in aggregate, 222 204 Brait Bonds (valued at R175.5
million as at 30 June 2025), each with a nominal value of R750 (R250 per bond capital
repayment made in August 2024) and maturing on 3 December 2027, and will result in
Ethos Capital distributing 0.00086 Brait Bonds (under JSE alpha code BIHLEB and ISIN
MU0707E00002), for every 1 Ethos Capital A ordinary share ("Ethos Capital Share")
held by Ethos Capital Shareholders recorded in the register on the record date,
currently expected to be Friday, 5 December 2025.
2.2 Ethos Capital Shareholders who transfer or dispose of their Ethos Capital Shares prior
to the last day to trade in Ethos Capital Shares in order to be eligible to participate in
the 2025 Brait Unbundling, currently expected to be Tuesday, 2 December 2025, will
not participate in the 2025 Brait Unbundling and will not receive the Brait Bonds.
2.3 The 2025 Brait Unbundling will not involve an election on the part of Ethos Capital
Shareholders and, accordingly, no Ethos Capital Shareholders shall be entitled to elect
to receive cash in lieu of their entitlement to receive the Brait Bonds in terms of the 2025
Brait Unbundling.
3. SALIENT DATES AND TIMES
The following are the indicative dates and times that apply to the 2025 Brait Unbundling:
PRINCIPAL EVENTS DATES (2025)
Publication of the declaration announcement on SENS on Tuesday, 18 November
Publication of the finalisation announcement expected to Tuesday, 25 November
occur by 11h00 (SAST) on
Last date to trade for Ethos Capital Shareholders to participate Tuesday, 2 December
in the 2025 Brait Unbundling
Ethos Capital Shares to commence trading "ex" the Wednesday, 3 December
entitlement to the 2025 Brait Unbundling on
Shareholders entitled to trade in their entitlement to the Brait Wednesday, 3 December
Bonds
Ethos Capital to release the announcement on cost Thursday, 4 December
apportionment for tax purposes and the cash value for
fractional entitlements to the Brait Bonds by 11h00 (SAST) on
Record date for Ethos Capital Shareholders to be recorded in Friday, 5 December
the register in order to receive the Brait Bonds on
Ethos Capital to announce the closing price of the Brait Bonds, Friday, 5 December
after 17h00 on
The 2025 Brait Unbundling is implemented, and (i) the Brait Monday, 8 December
Bonds are credited to Ethos Capital Shareholders' CSDP or
broker accounts; and (ii) cash payments in respect of fractional
entitlements to the Brait Bonds expected to be made, on
Notes:
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. Share certificates in respect of Ethos Capital Shares held on the share register may
not be dematerialised or re-materialised between Wednesday, 3 December 2025
and Friday, 5 December 2025, both days inclusive.
4. FRACTIONAL ENTITLEMENTS
4.1 The distribution of the Brait Bonds to Ethos Capital Shareholders in accordance with the
distribution entitlement ratio set out above, could result in fractional entitlements for
such Ethos Capital Shareholders. Such fractional entitlements will be rounded down to
the nearest whole number and aggregated. The aggregated excess fractional
entitlements to the Brait Bonds to which Ethos Capital Shareholders would otherwise
be entitled will not be transferred to Ethos Capital Shareholders, but will instead be sold
on behalf of and at the risk of the relevant Ethos Capital Shareholders in the market as
soon as practicable following the implementation of the 2025 Brait Unbundling. Ethos
Capital Shareholders will accordingly be paid the cash in respect of the fractional
entitlements to the unbundled Brait Bonds, on the basis outlined below.
4.2 In accordance with the JSE Listings Requirements, this amount will be determined with
reference to the volume weighted average price of the Brait Bonds traded on the JSE
on Wednesday, 3 December 2025, being the first trading day "ex" the entitlement to
participate in the 2025 Brait Unbundling, reduced by 10% ("Cash Proceeds"). The Cash
Proceeds will be paid into the accounts of the relevant Ethos Capital Shareholders held
with their Central Securities Depositary Participant or broker.
4.3 The cash value to be used to calculate the Cash Proceeds in respect of fractional
entitlements will be announced before 11h00 (SAST) on Thursday, 4 December 2025,
in accordance with the JSE Listings Requirements.
5. TAXATION
5.1 The 2025 Brait Unbundling constitutes a return of capital by Ethos Capital (a company
incorporated and tax resident in, and subject to, the laws of the Republic of Mauritius)
to the Ethos Capital Shareholders, and therefore South African dividend withholding tax
is not applicable.
South African tax
5.2 South Africa has a residence-based system of taxation. Tax residents of South Africa are
taxed on their worldwide income, whereas non-South African tax residents are taxed
only on income and certain capital gains sourced in South Africa or deemed to be from
a source in South Africa.
5.3 An individual will be a resident of South Africa for tax purposes if:
5.3.1 such individual is "ordinarily resident" in South Africa. This term is not defined in
the Income Tax Act 58 of 1962 ("Income Tax Act") and therefore its meaning is
determined according to guidelines established by the courts. Generally, a
person's ordinary residence will be "the country to which he would naturally and
as a matter of course return from his wanderings; as contrasted with other lands it
might be called his usual or principal residence and it would be described more
aptly than other countries as his real home"; or
5.3.2 the requirements of the physical presence test are met. This is determined with
reference to the number of days spent by the individual in South Africa over a
successive six-year period. In order to trigger tax residency, the person must be
physically present in South Africa for more than 91 days in aggregate during the
relevant year of assessment as well as for more than 91 days in aggregate during
each of the five years of assessment preceding such year of assessment. In
addition, the person must have been physically present in South Africa for more
than 915 days in aggregate during those five preceding years of assessment. If
the person is physically outside South Africa for a continuous period of at least
330 full days, the person will be deemed not to be a resident from the day on
which the person so ceased to be physically present in South Africa.
5.4 As regards legal persons, a resident is defined in the Income Tax Act as any person
which is incorporated, established or formed in South Africa or which has its place of
effective management in South Africa. "Place of effective management" is not a defined
concept. However, reference can be made to "Income Tax Interpretation Note 6—
Resident: Place of Effective Management" which details the approach that may be
adopted by the South African Revenue Service to the interpretation of the concept.
Accordingly, a company's "place of effective management" is the place where key
management and commercial decisions that are necessary for the conduct of its
business as a whole are in substance made. This interpretation is consistent with the
Organisation for Economic Co-operation and Development's (OECD) commentary on
the term.
5.5 For South African tax purposes, the 2025 Brait Unbundling will comprise a foreign return
of capital as defined in section 1 of the Income Tax Act and as such, no South African
dividend tax arises.
5.6 Ethos Capital Shareholders that are subject to South African capital gains tax must, in
accordance with paragraph 76B(2) of the Eighth Schedule to the Income Tax Act, reduce
the tax base cost of their Ethos Capital Shares, in respect of which the distribution is
made, by the amount of the distribution. To the extent the distribution exceeds the tax
base cost of the Ethos Capital Shares in the hands of such shareholders, a taxable gain
may arise in accordance with paragraph 76B(3) of the Eighth Schedule to the Income
Tax Act.
5.7 Ethos Capital will be deemed to have disposed of the Brait Bonds on the date of the
distribution for an amount equal to the market value of the Brait Bonds, with the
acquiring shareholders that are subject to South African capital gains deemed to have
acquired the Brait Bonds at the date of distribution for expenditure equal to the market
value of the Brait Bonds as dictated by paragraph 75 of the Eighth Schedule to the
Income Tax Act.
5.8 Post the 2025 Brait Unbundling, South African tax resident shareholders not otherwise
exempt from tax will be subject to income tax in respect of the bond interest on a yield
to maturity basis. Provided that bond interest will not be attributable to a South African
"permanent establishment" of non-South African tax resident bond holders, bond
interest earned by non-South African tax resident bondholders should not be subject to
any South African tax.
Mauritian tax
5.9 Mauritius has a residence-based system of taxation. Tax residents of Mauritius are taxed
on their worldwide income. However, for individuals, foreign source income is taxed on
a remittance basis, meaning it is deemed to be derived when it is received in Mauritius
or dealt with in Mauritius in the individual's interest. Non-Mauritian tax residents are
taxed only on income sourced in Mauritius or deemed to be from a source in Mauritius.
5.10 An individual will be a resident of Mauritius for tax purposes if: (a) such individual has
his domicile in Mauritius unless his permanent place of abode is outside Mauritius; (b)
such individual has been present in Mauritius in that income year for a period of, or an
aggregate period of, 183 days or more; or (c) such individual has been present in
Mauritius in that income year and the 2 preceding income years for an aggregate period
of 270 days or more.
5.11 As regards legal persons, a company will be a resident of Mauritius for tax purposes if it
is incorporated in Mauritius or has its central management and control in Mauritius. A
société will be a resident of Mauritius if it has its seat or siège in Mauritius and includes
a société which has at least one associate or associé or gérant resident in Mauritius. A
trust will be a resident of Mauritius if the trust is administered in Mauritius and a majority
of the trustees are resident in Mauritius, or where the settlor of the trust was resident in
Mauritius at the time the instrument creating the trust was executed. A Foundation will
be a resident of Mauritius if it is registered in Mauritius or has its central management
and control in Mauritius.
5.12 For Mauritius tax purposes, the 2025 Brait Unbundling constitutes a return of capital and
does not constitute gross income under section 10 of the Mauritius Income Tax Act. As
such, no Mauritius income tax or withholding tax arises on the distribution.
5.13 Mauritius does not impose capital gains tax. Accordingly, no Mauritius capital gains tax
arises for Ethos Capital Shareholders on receipt of the Brait Bonds or on subsequent
disposal of the Brait Bonds.
5.14 Interest income received by non-Mauritian tax resident bondholders from the Brait
Bonds should be exempt from Mauritius income tax and withholding tax under item 4(a)
of Sub-Part B of Part II of the Second Schedule to the Mauritius Income Tax Act, provided
that (a) the bondholder is not carrying on any business in Mauritius; (b) the interest is
not attributable to a Mauritius permanent establishment of the bondholder; and (c) the
interest is paid by BIH out of its foreign source income. Given that BIH is a Mauritius
Global Business Company and its income is foreign sourced, non-Mauritian tax resident
bondholders should benefit from this exemption. Non-Mauritian tax resident
bondholders should consult their own tax advisers regarding any obligations under the
tax laws of their country of residence.
5.15 Interest income received by Mauritius tax resident bondholders from the Brait Bonds
will constitute gross income and will be subject to Mauritius income tax at applicable
rates. No withholding tax applies to interest paid to Mauritius tax resident companies as
section 111B(a)(i) excludes such payments from the withholding tax regime. However,
the interest income remains taxable at normal income tax rates applicable to the
bondholder.
5.16 Ethos Capital Shareholders should obtain independent legal and other professional
advice in relation to the tax treatment of the 2025 Brait Unbundling.
Ebene, Mauritius (with simultaneous circulation in Johannesburg)
18 November 2025
Sponsor
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.
Subject to any applicable law or regulations, Ethos Capital Shareholders should note that in the event
that any difficulty arises in connection with the 2025 Brait Unbundling, Ethos Capital may settle that
difficulty as it, in its sole discretion, deems expedient.
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.
Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax,
legal, accounting, or other professional advice.
Any statement contained in this announcement or in any document which is incorporated by
reference into this announcement will be deemed to be modified or superseded for the purposes of
this announcement to the extent that a statement contained in any subsequent document which is
deemed to be incorporated by reference into this announcement modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise).
Exchange Control
Mauritius Exchange Control
Mauritius does not impose exchange control restrictions on capital movements. Ethos Capital
Shareholders who are Mauritius residents are not subject to Mauritius exchange control regulations
in respect of the 2025 Brait Unbundling or the holding of the Brait Bonds.
South African Exchange Control
Certain exchange control implications may apply to the holding of the Brait Bonds by Ethos Capital
Shareholders. It is the responsibility of each Ethos Capital Shareholder to inform themselves about
such exchange control implications and Ethos Capital Shareholders who have any queries regarding
exchange control related matters should contact their own professional advisers without delay.
This announcement comprises the formal transaction announcement in respect of the 2025 Brait
Unbundling and is intended to provide Ethos Capital Shareholders with the terms of the 2025 Brait
Unbundling. No further documents or circulars will be published in respect of the 2025 Brait
Unbundling. Prior to any Ethos Capital Shareholder taking any action in respect of the 2025 Brait
Unbundling, Ethos Capital Shareholders are advised to carefully consider the contents of this
announcement in full, and to only take action after having done so. If you are in doubt of what action
you should take in respect of the 2025 Brait Unbundling, please consult your broker, banker, legal
adviser, CSDP or other professional adviser immediately.
Restricted Ethos Capital Shareholders
The legality of the 2025 Brait Unbundling to persons resident or located in jurisdictions outside of
South Africa may be affected by the laws of their relevant jurisdiction. Such persons should consult
their professional advisers and inform themselves about any applicable legal requirements, which
they are obligated to observe. It is the responsibility of any such person wishing to participate in the
2025 Brait Unbundling to satisfy themselves as to the full observance of the Laws of the relevant
jurisdiction in connection therewith.
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 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 2025 Brait Unbundling, its implementation and the benefits of the 2025 Brait Unbundling. 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. 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. The Company
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 the Company invests may differ materially from those made in, or suggested by, the forward-
looking statements contained in this announcement.
Investors 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 investments of the Company 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. The Company has no duty to,
and does 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. Any forward-
looking statement has not been reviewed nor reported on by the Company's external auditor or any
other expert.
Date: 18-11-2025 05:27:00
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