Ethos Capital explains circuitous loan
Questions have arisen around a R105m loan that EPE Capital Partners has provided to two unnamed nonexecutive directors
Questions have arisen around a R105m loan that EPE Capital Partners (Ethos Capital), which listed on the JSE in August, has provided to two unnamed nonexecutive directors in a roundabout manner to buy shares in the company.
In a note to its maiden results for the six months to December, the private-equity vehicle disclosed the five-year loan facility, which FirstRand issued to anchor investor Black Hawk Private Equity. Black Hawk then used the proceeds of the loan to buy R105m worth of shares Ethos Capital listed on the JSE.
Ethos Capital "guaranteed and provided its investments as security" against the loan.
"Prior to the listing of Ethos Capital in August 2016, investors requested that the investment committee members make a significant investment in Ethos Capital to align their economic interests with those of the investors," said CEO Peter Hayward-Butt. "This investment would consist of their own money and a geared facility, funded through Black Hawk, which subscribed for the A ordinary shares in Ethos Capital."
Hayward-Butt said details of the geared facility were included in the prelisting statement and disclosed upfront.
"The bank required a guarantee to be provided by the company," he said. "The first recourse the bank has is to the shares, and only in the event that the shares are worth less than the loan will the company’s guarantee be called."
This has incentivised the company to succeed or lose its profitable investments, which earned it R50.6m. On December 31, it had R1.8bn in net assets.