EPE CAPITAL PARTNERS LIMITED – Ethos Private Equity to merge with the Rohatyn Group – SENS

EPE CAPITAL PARTNERS LIMITED – Ethos Private Equity to merge with the Rohatyn Group – SENS

                            

Ethos Private Equity to merge with the Rohatyn Group

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’)

ETHOS PRIVATE EQUITY TO MERGE WITH THE ROHATYN GROUP

The Rohatyn Group (“TRG”), a specialized global asset management firm focused on investment solutions in
emerging markets and real assets, has entered into a definitive agreement to acquire the Company’s
contracted investment advisor, Ethos Private Equity (Pty) Ltd (“Ethos”), a leading alternative asset
management firm in Africa (“the Transaction”).

TRG was established by its Chief Executive Officer Nicolas Rohatyn in 2002 and has grown into one of the
largest partner-owned, emerging market focused alternative asset managers with c.US$6bn of Assets under
Management (“AuM”). TRG has three business units namely: Private Markets (46% of AuM), Public Markets
(25% of AuM) and Forestry & Agriculture (29% of AuM). TRG is headquartered in New York and has over 120
employees in 16 cities across the globe. The business has grown rapidly both organically and through other
General Partner (“GP”) acquisitions.

Incorporating Ethos expands TRG’s capabilities and local presence giving investors access to one of the largest
and fastest growing regions in the world. Africa is a diverse investment destination with significant potential
opportunities in private markets, real assets, and public markets, for which local expertise and experience are
paramount to achieve successful outcomes. Combining forces with Ethos positions TRG to deliver a larger
array of investment solutions to Limited Partners (“LPs”) of both firms. Since 1984 Ethos has made over 150
investments supporting South African and sub-Saharan businesses. With over 20 years of experience,
investment teams at TRG offer capabilities across public equities, corporate and sovereign debt, private
markets, forestry, agriculture and infrastructure.

“The philosophical and cultural similarities of TRG and Ethos were apparent from the start,” said Nicolas
Rohatyn. “We share a belief that multiple thematic cross currents — such as private credit, renewable energy,
digitalization, and agriculture, among others — will anchor future investment priorities for investors. Our
combined firm, with almost $8 billion in AuM, almost 400 institutional LPs, and the ability to offer solutions for
de novo investing, as well as ongoing GP consolidations and fund restructurings, will occupy a unique position
in our industry.”

Stuart MacKenzie, Ethos CEO, added: “Today’s announcement is the start of an exciting new chapter for Ethos
and the culmination of the strategic transformation we started in 2016. Since then, we have successfully
diversified our product offering, geographic footprint and sources of capital. This Transaction represents a
compelling opportunity for us to pursue the next growth phase as the African arm of TRG, one of the largest
alternative asset management firms in emerging markets. Our values and cultures are both steeped in a
passion for innovation, driving impact, creating value and delivering returns. Together we have an incredible
platform for growth, and we are committed to leveraging it for the benefit of all stakeholders.”

The Transaction will result in TRG taking cession of certain of the management/advisory contracts of Ethos and
acquiring certain GP entities owned by Ethos and assuming the Ethos team into TRG. Offers of employment
will be made to the existing Ethos team and they will remain responsible for driving existing and new fund
platforms and advisory services in Sub-Saharan Africa, where TRG is not represented.
From an Ethos Capital perspective, there will be no change to the personnel responsible for advising the Ethos
Capital Board and Peter Hayward-Butt and Jean-Pierre van Onselen will continue in the roles of Chief Executive
Officer and Chief Financial Officer respectively. The key person clauses in all of the funds in which Ethos
Capital is invested remain unaffected and all existing investor board / shareholder protections remain in place.
All key members responsible for the management of the relevant underlying funds will remain in their roles
and current incentives in existing funds and platforms will remain unchanged to ensure alignment with existing
investors. Access to the TRG global investor base will enable Ethos to raise new funds to provide potential
investment opportunities for Ethos Capital.

The Board of Ethos Capital considers Ethos joining forces with TRG as an exciting next step in the evolution of
Ethos’ business model. With greater scale and deeper resources, the Transaction may well give rise to new
opportunities for us to consider as part of our own strategic development.

As part of the Transaction, Ethos requires Ethos Capital Board approval for (i) the cession of the advisory
agreement between Ethos Capital and Ethos to TRG and (ii) the LP consents required to implement the change
of control of the GP entities (and the transfer of the management agreements) of the underlying funds. The
Board has given its in-principle approval for these cessions and transfers.

The Transaction is subject to customary conditions including the approval of the South African competition
and exchange control authorities.

Ebene, Mauritius (with simultaneous circulation in Johannesburg)
21 November 2022

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 21-11-2022 08:05:00
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