2019 results presentation - ethos capital · w accessible customer base 650m access to +650m mobile...
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2019 RESULTS PRESENTATION
26 SEPTEMBER 2019
0

CO
NT
EN
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Introduction
Portfolio overview
Valuation overview
Liquidity analysis
1
Conclusion

Im
pa
ct
o
f
ke
y
ma
rk
et
d
riv
er
s
Key drivers impacting top-line performance…
-8.0
-6.0
-4.0
-2.0
0.0
2.0
4.0
6.0
8.0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Qu
art
erl
y g
row
th (
%)
Quarterly GDP growth (%)
Fund VI
6.0
8.0
10.0
12.0
14.0
16.0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018A
vera
ge
US
DZ
AR
Foreign Exchange Rate
Fund VI
Key cost of sales drivers…
17.0 18.1 19.625.0
31.9
42.250.3
58.562.8
67.675.4
81.8 82.5
10.0
30.0
50.0
70.0
90.0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Avera
ge
pri
ce
c/k
Wh
so
ld
Electricity price Fund VI
2011 - 2018 CAGR:
10.0%
2011 - 2018 CAGR:
9.0%
2
500
700
900
1100
1300
1500
1700
1900
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Pri
ce
(9
5u
l; c
oast
al; c
/l)
Petrol price
2011 - 2018 CAGR:
6.2%
Fund VI
52,000
52,500
53,000
53,500
54,000
54,500
55,000
55,500
56,000
56,500
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Annual GDP per capita (ZAR)
Fund VI
Market conditions, cost pressures and uncertainty provide a tough investment backdrop!
MM Fund
MM Fund
MM Fund
MM Fund
MM Fund

The difficult operating environment has lent itself to opportunities across the funds
3
Up
da
te
o
n
a
fu
nd
b
y
fu
nd
b
as
is
Large Equity
Mid Market
Mezzanine
Ai
• Fund VI finished investing phase and commenced exit phase – two exits Kevro and Eaton
• Intensive focus on portfolio companies with strong traction in restructurings and cost reductions
• Fund VII in investment phase – two deals Channel Vas and Echo – strong pipeline of
opportunities
• Focus on key investment themes and deep value opportunities with cyclical upside
• MMF is 65% invested and the team’s focus is on maximising outcomes in the portfolio
• Promising signs across the mid-market equity assets (Echo, Gammatek, Synerlytic, Kevro)
Autozone, Twinsaver and Eazi Access remain under pressure
• Very significant SA focussed investment pipeline – can afford to be selective
• Strong pipeline of opportunities in East African structured equity growth capital
• Negotiations on two transactions nearing completion
• Chibuku had a challenging year operationally given weather conditions and other exogenous
issues in Malawi
• Strong traction in fund raising
• Differentiated value add impact on Channel Vas and Vertice
• Investment in Tyme Bank
• Strong pipeline of opportunities
ZAR2.6 billionInvested
ZAR2.1bn in
new investments
ZAR500m in
follow on capital
ZAR2.9 billionRaised
ZAR2bn for Fund VII
R254m for EMP3
R640m for Ai Fund I

# of Portfolio Companies
19
NAV per Share
R11.34
Growth in NAV per share
3%
EV / EBITDA(Actual)
6.9x
Capital Invested
R1.43bn
Capital Invested (Proforma)
R1.58bn
Net Debt / EBITDA(Actual)
1.9x
Total Assets
R1.93bn
Proforma invested capital (as % of Total Assets)
82%
Ke
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sHighlights of the operating results
4

CO
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Introduction
Portfolio overview
Valuation overview
Liquidity analysis
5
Outlook

3%
30%
26%
12%
10%
4%
15%
Banking Consumer goods FinTech Industrials Media MedTech Telco services
60%
40%
South Africa Sub Saharan Africa
Exposure to 19 portfolio companies across various sectors and vintages Invested Capital by sector / geography
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wPortfolio overview and value contribution
6

712
867
Net newinvestments
Fu
nd
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st
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nt
s
in
2
01
9Significant investment in the past 12 months across six new portfolio companies
7

Assets owned for less than one year
Assets owned for more than one year
18%
36%
46%
Cash Assets < 1yr Assets > 1 yr
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nNet asset value contribution and “age” of the investment portfolio
8

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Blue chip customer base
A++ Airtel Africa, MTN, Orange, Vodafone and Safaricom, amongst others
Balanced portfolio exposure
<27% No single country has more than 27% of total number of towers
Operating efficiencies
>50% EBITDA margin increased from 30% to >50% over life of investment
Annuity profile
10yrs New lease contracts typically entered into for a 10 year duration
Pan-regional presence
5 Presence across Ghana, Uganda, Kenya, Burkina Faso and Niger
Increasingly
connected
populations
(Data & Voice)
Multi-currency
exposure
Key investment themes
Investment / Exit date: June 2015 / October 2019 Ethos consortium ownership: 14.4%
Business: Telecommunications Fund VI Invested Capital: R405m
Ethos Fund VI ownership: 4.8% Gross returns (ZAR): 2.4x TMB / 23.4% IRR
Successful exit of Eaton Towers
9
Eaton Towers is a leading independent pan-African tower company with over 5,000 tower sites across five countries
Pan-African
Footprint
Scalable
business model

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Accessible customer base
650m Access to +650m mobile subscribers
Daily advances
+$5m +$5m advances distributed daily, with over 6 million transactions per day (US$799m advanced YTD vs US$566m in 2018)
Strong financial performance
>20% Y-o-Y LfL EBITDA growth LTM June 2019
Default rates
<1% Lowest default rates in the industry and the highest service penetration
Global presence
>25Presence across 4 continents and >25 countries (most of which are in sub-Saharan Africa) – six new deployments since May 2018
Increasingly
connected
populations
Rising
consumer
spending
Ai and hyper
decision-
making
Financial
Inclusion
Key investment themes
1.7 billion adults remain unbanked*
67%* of unbanked adults have access to a mobile phone
Channel VAS aims to provide the underbanked in emerging markets with
mobile access to financial services through impactful technologies
* The Global Findex Database 2017
Date of investment October 2018 % of EC Invested Capital 26%
Total Ethos ownership 17.5% (increasing to 20%) % of EC NAV 21%
EC Invested Capital R372m Current valuation R408m (1.14x TMB)
LTM Return +R53m (14%) Dividends received, valuation largely unchanged
Channel VAS update
10
Channel VAS provides Airtime Credit Services and Mobile Financial Services to prepaid mobile subscribers through MNOs
LTM changein NAV:
+R53m
% of Ethos Capital NAV:
21%

Date of investment October 2017 % of EC Invested Capital: 13%
Total Ethos ownership 27.6% % of EC NAV: 11%
EC Invested Capital R185m Current valuation: R202m (1.10x TMB)
LTM Return +R9m (5%) Multiple unchanged, gearing benefit
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Constructing New Warehouse Facility ERP & WMS System
11
KEY HIGHLIGHTS
Weak economic environment adversely impacted end customers
Service level challenges, recent improvements point to greenshoots
✓ Relatively strong financial performance in a difficult market, focus on new product strategies to drive growth
✓ COO appointed
✓ Full strategy review & operating model re-assessment completed
✓ Operational projects to improve service levels and enhance efficiencies
o New Warehouse and IT systems
✓ All the above projects to be funded by internally generated cashflows
✓ Delivered 1st B-BBEE rating in FY2018. This year rating was enhanced the business achieved a Level 4 rating
“1 Box”
- Increased pallet locations
- Warehousing, picking mezz & branding
Allows Kevro to consolidate into one site;
expected to drive efficiencies
Integrate Ops & Systems
- Enhance inventory management
- Improve quality of BI in support of
decision-making processes
Kevro update
LTM changein NAV:
+R9m
% of Ethos Capital NAV:
11%

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12
KEY HIGHLIGHTS
Weak advertising market (industry radio and outdoor advertising spend both down YoY)
Most corporate advertising budgets have been cut
Lower occupancy in static billboards offset to some extent by the performance of digital billboards
✓ Relatively strong financial performance given difficult operating conditions
✓ Market share gains in broadcasting limited the revenue decline
✓ Significant investment (LTM and going forward) in digital billboards
✓ Sold SK Entertainment (proceeds used to repay debt)
✓ Unbundled SK Theatres (movies business) to shareholders, new Chairman, CEO and CFO
✓ Strategic review and operating model changes in SKT resulted in significant improvement in YoY profitability
Digitization of Outdoor billboards
Market share
Growth in radio market share in broadcasting
was a significant positive in 2019
Strategic re-focus
Sold SKE and unbundled SKT to create a
focussed broadcasting and outdoor
advertising business
Capital expenditure in digitising billboards and creating “new age” solutions for advertisers showing good momentum
Primedia update
Date of investment December 2017 % of EC Invested Capital: 12% (including SKT)
Total Ethos ownership 19.9% + 5.0% (EC) % of EC NAV: 10% (including SKT)
EC capital investment R172m Current valuation: R194m (1.13x TMB)
LTM Return +R6m Primedia largely flat, SKT value increase
LTM changein NAV:
+R6m
% of Ethos Capital NAV:
10%

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9
Growth in Africa’s data consumption
+42 %
Market opportunity
$9.9bn The B2B service market is growing faster than any other segment of ICT in SSA
Growth in FTTX connections
x3SSA severely underserved outside SA; FTTX connections projected to grow three-fold to 2020
KEY HIGHLIGHTS
Delayed implementation of Gondwana acquisition primarily due to regulatory challenges – likely to close in October 2019
✓ Strong growth year on year with increased market share
✓ Appointed Group CFO and Head of Product Innovation
✓ Business successfully delivered its 1st B-BBEE rating under the ICT Codes and obtained a level 4 rating
✓ Investment in new sales force - strong momentum in delivering against sales targets (87% of target achieved in 6 months)
✓ Strategic review and operational model assessment project being scoped and will be completed by end January 2020
✓ Strong acquisition targets pipeline:
– Zambia
– Kenya
SSA presence
Countries
CAGR to 2021
13
Echo update
Date of investment February 2018 % of EC Invested Capital: 11%
Total Ethos ownership 31% (inc. to >65%) % of EC NAV: 9%
EC Invested Capital R26m (+R152m) Current valuation: R28m (1.07x TMB)
LTM Return +R2m (+7%) Effectively held at cost of investment
LTM changein NAV:
+R2m
% of Ethos Capital NAV:
9%

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Healthy M&A pipeline across
various geographies
1x acquisition completed,
additional opportunities being assessed
Synerlytic Lab footprint Agent labs
Ai capabilities
14
13
SSA & MEI presence
Countries
Significant barriers to entry
Holds globally applicable
accreditations
Already processing 5% of samples
using recently developed algorithms
South Africa
Namibia
Pakistan
DRCGhana
Mozambique
Angola
Botswana Zimbabwe
Zambia
Ivory Coast
IndiaUAE
Synerlytic update
Date of investment April 2019 % of EC Invested Capital: 7%
Total Ethos ownership 93.4% % of EC NAV: 5%
EC Invested Capital R92m Current valuation: R105m (1.14x TMB)
LTM Return +R13m (14%) Multiple unchanged, EBITDA growth (head office savings)
LTM changein NAV:
R13m
% of Ethos Capital NAV:
5%

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15
KEY HIGHLIGHTS
Weak consumer environment, post-paid up-trade cycle getting longer
Geopolitical impacts (Huawei volume sell through impacted by US-China trade war)
✓ Relatively strong financial performance given difficult operating conditions
✓ Finalising appointment of CFO
✓ Appointed Independent Non-Executive Chairman
✓ Business successfully delivered its 1st B-BBEE rating under the ICT Codes and obtained a level 4 rating
✓ Increasing the proportion of exclusive customers to total customers
✓ In-store incentive app launched to leverage capacity of non-Gammatek staff
✓ Strategic review and operational model assessment project underway
Geographic expansion options
Poised to increase market share
Key competitor recently filed for business
rescue
New channels targeted
Assessing bolt-on acquisitions to
diversify channel and products
beyond the core (e.g. Audio)
Exploring market entry strategies for East Africa and models to supply into other international markets
Gammatek update
Date of investment September 2018 % of EC Invested Capital: 6%
Total Ethos ownership 51.0% % of EC NAV: 5%
EC capital investment R98m Current valuation: R98m (1.0x TMB)
LTM Return R0m Held at cost of investment
LTM changein NAV:
-
% of Ethos Capital NAV:
5%

CARDIO-
VASCULARORTHO SURGERYWOUND
CARENEUROLOGY BLOOD
DISEASE
DIAGNOSTIC
SOLUTIONS
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KEY HIGHLIGHTS
✓ Strong growth year on year through increased market share, new products and acquisition-led growth
✓ Appointed new CEO with strong technology background
✓ Strong Ai potential both in terms of new business growth but also product utilisation and differentiation
✓ Strong acquisition pipeline with new acquisition opportunities well advanced
✓ Significant investment in IT systems to facilitate platform consolidation and roll out
✓ Potential for ex-South Africa growth is significant
16
Vertice update
Date of investment May 2018 % of EC Invested Capital: 4%
Total Ethos ownership >75% % of EC NAV: 3%
EC Invested Capital R58m Current valuation: R61m (1.05x TMB)
LTM Return +R3m (+5%) Effectively held at cost of investment
Established
uniquely
skilled
distribution
Biotech
Infotech
convergence
Technology
platform
and scale
AI and Data
Science
LTM changein NAV:
+R3m
% of Ethos Capital NAV:
3%

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60
80
100
120
12 month share price analysis
c.50% INCREASE IN SHARE PRICE
KEY HIGHLIGHTS
• New management team in place
• “BRIGHT” Strategy fully adopted and being implemented Strategic Initiatives on course:
Share price lagging strong operation performance
Business remains susceptible to external policy, regulatory shocks
✓ Travelstart exited and Jumia listed on NYSE
✓ Mascom exit in progress (subject to regulatory approvals), MTN Cyprus (exited) and MTN Ghana Listed.
✓ MTN Nigeria Listed. Move to underpin stability with regulators and other local authorities
✓ Governance enhanced with establishment of senior advisory council and re-instatement of in-country VP’s across the footprint
✓ Options being explored re Tower assets (could unlock c. R20bn for MTN)
17
MTN Zakhele Futhi update
Date of investment July 2017 % of EC Invested Capital: 3%
Total Ethos ownership 4.1% % of EC NAV: 2%
EC Invested Capital R43m Current valuation: R41m (0.96x TMB)
LTM Return -R2m (-2%) Marked to market off MTN share price
LTM changein NAV:
-R2m
% of Ethos Capital NAV:
2%

18
50%+
Smartphone
use in SA
Financial
inclusionDisruptive
technology
AI and hyper
decision-
making
80% of customers underserved*
Highly attractive South African banking sector
* FinScope South Africa 2015, 2016 and 2017 consumer surveys. “Adequately served” defined as individuals having a balanced portfolio of products that are suited specifically to their financial wants and needs
- Unique and exclusive distribution platform through Pick n Pay and Boxer stores
with proprietary access to rich consumer data
- Industry leading, low cost operational platform
- Established and operational cloud-based technology platform operating at scale
- Reputable, experienced team with ability to scale the platform globally
Large distribution footprint
14kKiosks in 700+ stores with Tyme ambassadors, and access to cash at 14,000+ till points
Compelling low cost proposition
R32 Half the cost of lowest cost banking competitor
Attractive financial dynamics
25%Technology and business model designed to attain industry leading cost-to income ratio
Behavioural products
✓Products designed using behavioural economics promoting responsible and inclusive access to banking
Proven acquisition model
770k>770,000 customers signed up since launch in November 2018
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Date of investment June 2019 % of EC Invested Capital: 3%
Total Ethos ownership 8% % of EC NAV: 2%
EC Invested Capital R46m Current valuation: R46m (1.0x TMB)
LTM Return R0m Held at cost of investment
LTM changein NAV:
-
% of Ethos Capital NAV:
2%
18

Performance of selected portfolio companiesP
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AUTOMOTIVE PARTS RETAILER &
WHOLESALERFMCG INDUSTRIAL EQUIPMENT
Date of investment Dec 2016 Dec 2016 Dec 2016
% of Ethos Capital NAV 2% 4% 2%
Current value R40m (-R46m YoY) R74m (-R9m YoY) R34m (-R12m YoY)
LTM Return / TMB -54% / 0.51x -11% / 0.89x -26% / 0.64x
NON CONTROLLABLES (INDUSTRY)
Consumer sector
USD:ZAR
Consumer sector
USD:ZAR
Pulp price (global commodity)
Construction sector
Eskom: long-term contracts ending
CONTROLLABLES Poor category planning and inventory
management
Significant operational inefficiencies Over-capacitation
ETHOS FOCUS OVER LTM
o Strategic review and reset
o C-suite capacitation
o Cost savings (R64m - closure of non performing
stores)
o Debt restructure
o Strategic review and reset
o New CEO
o C-suite capacitation
o Cost savings (R53m – operational efficiency)
o Debt restructure
o Strategic review and reset
o New CEO
o C-suite capacitation
o Cost savings (R39m – S189 & cost controls)
o Debt restructure
CURRENT OUTLOOK
✓ Recovery plan in place with significant budgeted
y-o-y growth in EBITDA driven by rationalisation
of store footprint, leadership augmentation and
enhanced inventory management
✓ Significant traction on improving OEEs;
saleable volumes ahead of budget
✓ Positive momentum in run rate
✓ Successfully diversifying away from
construction; Good growth in new industry
verticals; construction = 54% of revenue at
acquisition vs. 45% currently

Retail
Convenience
FMCG
Manufacturing
Logistics
Financial Services
Business Services
ICT
Telecommunication Services
Technology Enablers
Medtech
Ke
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sInvestment Strategy – backing key investment trends
20
LSM migration-led growth in consumer
goods
Growing connectivity and data access
Lowest cost-to-serve, scalable
businesses
High impact, differentiated services
Technology-driven disruption to
“business as usual”
Transportable business models scaling
across countries
Key themes Recent investments Most likely sectors

CO
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Introduction
Portfolio overview
Valuation overview
Liquidity analysis
21
Outlook

22
Portfolio composition Key valuation metrics
* Share price as at 30 June, 2019
2.28 1.31
9.06 10.03
7.80
80% 88%
31%
30 Jun 19 Adjusted 30 Jun 19
Cash Invested Capital Share price
% of NAVPS % of NAVPS NAV discount
NAV
11.34
6.9x
1.9x
31%
31%
30.9%
30.9%
31.0%
31.0%
31.1%
31.1%
31.2%
31.2%
31.3%
-
1.0x
2.0x
3.0x
4.0x
5.0x
6.0x
7.0x
8.0x
EV / EBITDA Net debt / EBITDA Discount to NAV Discount to peer group
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22

11.34
2.28
9.06 5.0x
1.9x
6.9x
NAV Cash Invested NAV Valuation
7.80
2.28
5.52 2.9x
1.9x
4.8x
NAV Cash Invested NAV Valuation
Portfolio valued at a 31% discount to the peer group... .....market “look-through” values portfolio at 4.8x EV / EBITDA
NA
V B
AS
ED
VA
LU
AT
ION
SH
AR
E
BA
SE
D V
AL
UA
TIO
N*
Peer group
company
valuations
Ethos portfolio
company
valuations
Implied market
company
valuations
100
69
48
31%
31%
Va
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wMarket implied valuation analysis
23* Share price as at 30 June, 2019

137
851
297
55
4
6
5
2
<= 4.5x > 4.5x - <= 5.5x > 5.5x - <= 6.5x > 6.5x
Value - R'm Number
173
465
175
5275
3
3
6
<= -10% > -10% - <= 0% > 0% - <= 15% > 15%
Value - R'm Number
EBITDA growth by company
443
291 296 270
40
3
3 82
1
<= 0x > 0x - <= 1.5x > 1.5x - <= 3x > 3x - <= 4.5x > 4.5x
Value - R'm Number
393
201269
477
4
4
6
3
<= 0% > 0% - <= 5% > 5% - <= 15% > 15%
Value - R'm Number
Sales growth by company Net debt / EBITDA by company
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Growth rates and market implied EV / LTM EBITDA multiples of the portfolio
Market implied EV / EBITDA by company
24

1.71x
1.54x
1.38x
1.15x 1.14x 1.14x 1.11x 1.10x 1.08x 1.07x 1.05x1.00x 1.00x
0.96x0.92x 0.89x
0.73x0.64x
0.51x
4.0 1.6 5.0 0.9 0.7 0.2 2.4 1.7 1.6 1.3 1.1 0.0 0.9 1.9 6.9 4.3 4.3 3.4 4.5
Eaton SterKinekor
RTT Chibuku ChannelVas
Synerlytic Bevco Kevro Primedia Echotel Vertice TymeBank Gammatek MTN Waco Twinsaver Neopak Eazi Autozone
Fund VI Mid Market Fund Mezzanine Fund Direct investment/Ai
Age of investment in years
Positive value contribution
New assets at cost
Negative value contribution
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Portfolio company returns
25

CO
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Introduction
Portfolio overview
Valuation overview
Liquidity analysis
26
Outlook

Ethos Capital commitment to underlying fund (Rm)
6
360
1
211
887
54
12
1,531
141 950 48 250 1,250 150 371 3,161
EF VI EMMF I EHP EMP 3 EF VII EaiF I Direct Investments Total
Invested/Committed Undrawn commitments
Cu
rr
en
t
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sFund commitments and levels of undrawn capital by Fund
27

173%
139%125%
109%
126%
163%
Harbourvest Hg APAX Princess Pantheon Ethos Capital
48% 50%
63%
44%
59% 58%
Harbourvest Hg APAX Princess Pantheon Ethos Capital
Total commitment ratio = (Invested Capital + Undrawn Commitments) / Net Asset Value
Commitment coverage ratio = (Cash + Unutilised Debt Facilities) / Undrawn Commitments
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Ethos Capital liquidity benchmarked against international peers
28

32%
19%19%
19%
12%
FY20 FY21 FY22 FY23 FY243,161
2,853
339
308
1,452
493
500
69
537
365293
1,514
2,143
(500)
-
500
1,000
1,500
2,000
2,500
3,000
(500)
-
500
1,000
1,500
2,000
2,500
3,000
Totalcommitments
Fees adj Netcommitments
Investedcapital
Current cash Debt facility Treasuryshares
Commitmentgap
FY20 FY21 FY22 FY23 FY24
Realisations Existing outflows Available liquidity
* Available liquidity = Cash plus Debt Facility less Net Investment outflows / Realisation inflows
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Liquidity profile analysis based on current commitments
Estimated
outflows
by year
29

-35%
-25%
-15%
-5%
5%
15%
25%
35%
45%
55%
Discount to NAV 3 Year NAV Growth
Average = 18%
Average = 36%
2x
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tSouth African listed PE firms trade at 2x the discount of international peers
30

CO
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Introduction
Portfolio overview
Valuation overview
Liquidity analysis
31
Outlook

Unlikely to be any short term improvement in business confidence and corporate investment
Outside of South Africa, growth remains strong although currency and political risks remain elevated
Growth in NAV likely to increase as the portfolio is c.80% invested
Investment pipeline remains strong but given the market conditions and lack of competition, focus remains on being extremely selective on deals
Liquidity management remains a key focus but Board remains focused on ways to enhance shareholder value
Board continues to assess strategic options that could unlock value for shareholders
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Outlook
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DISCLAIMERTHE INFORMATION CONTAINED HEREIN IS PROVIDED FOR INFORMATIONAL AND DISCUSSION PURPOSES ONLY AND IS NOT, AND MAY NOT BE RELIED ON IN ANY MANNER AS, LEGAL, TAX OR INVESTMENT ADVICE OR AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY AN INTEREST IN ANY OF THE
ETHOS PRIVATE EQUITY FUNDS OR LISTCO (TOGETHER THE “FUNDS”). A PRIVATE OFFERING OF INTERESTS IN THE FUNDS WILL ONLY BE MADE PURSUANT TO A CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “OFFERING MEMORANDUM”) AND SUBSCRIPTION DOCUMENTS, WHICH WILL BE
FURNISHED TO QUALIFIED INVESTORS ON A CONFIDENTIAL BASIS AT THEIR REQUEST FOR THEIR CONSIDERATION IN CONNECTION WITH SUCH OFFERING. THE INFORMATION CONTAINED HEREIN WILL BE QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE OFFERING MEMORANDUM, WHICH CONTAINS
ADDITIONAL INFORMATION ABOUT THE INVESTMENT OBJECTIVE, TERMS AND CONDITIONS OF AN INVESTMENT IN THE FUNDS AND ALSO CONTAINS TAX INFORMATION AND RISK DISCLOSURES THAT ARE IMPORTANT TO ANY INVESTMENT DECISION REGARDING THE FUNDS. NO PERSON HAS BEEN
AUTHORISED TO MAKE ANY STATEMENT CONCERNING THE FUNDS OTHER THAN AS SET FORTH IN THE OFFERING MEMORANDUM AND ANY SUCH STATEMENTS, IF MADE, MAY NOT BE RELIED UPON. THE INFORMATION CONTAINED HEREIN MUST BE KEPT STRICTLY CONFIDENTIAL AND MAY NOT BE
REPRODUCED OR REDISTRIBUTED IN ANY FORMAT WITHOUT THE APPROVAL OF THE FUNDS. NOTWITHSTANDING THE FOREGOING, EACH INVESTOR AND PROSPECTIVE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT THEREOF) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE FUNDS AND ITS INVESTMENTS AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO SUCH INVESTOR OR PROSPECTIVE INVESTOR RELATING TO SUCH TAX TREATMENT AND
TAX STRUCTURE, PROVIDED, HOWEVER, THAT SUCH DISCLOSURE SHALL NOT INCLUDE THE NAME (OR OTHER IDENTIFYING INFORMATION NOT RELEVANT TO THE TAX STRUCTURE OR TAX TREATMENT) OF ANY PERSON AND SHALL NOT INCLUDE INFORMATION FOR WHICH NONDISCLOSURE IS REASONABLY
NECESSARY IN ORDER TO COMPLY WITH APPLICABLE SECURITIES LAWS.
AN INVESTMENT IN THE FUNDS WILL INVOLVE SIGNIFICANT RISKS, INCLUDING THE LOSS OF THE ENTIRE INVESTMENT. THE FUNDS WILL BE ILLIQUID, AS THERE IS NO SECONDARY MARKET FOR INTERESTS IN THE FUNDS AND NONE IS EXPECTED TO DEVELOP. RESTRICTIONS APPLY TO TRANSFERS AND
WITHDRAWALS OF INTERESTS IN THE FUNDS, AND THE INVESTMENT PERFORMANCE OF THE FUNDS MAY BE VOLATILE. THE FEES AND EXPENSES CHARGED IN CONNECTION WITH AN INVESTMENT IN THE FUNDS MAY BE HIGHER THAN THE FEES AND EXPENSES OF OTHER INVESTMENT ALTERNATIVES AND MAY
OFFSET PROFITS. BEFORE DECIDING TO INVEST IN THE FUNDS, PROSPECTIVE INVESTORS SHOULD READ THE MEMORANDUM OF THE FUNDS AND PAY PARTICULAR ATTENTION TO THE INVESTMENT CONSIDERATIONS CONTAINED IN THE MEMORANDUM. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND
WILLINGNESS TO ACCEPT THE RISK CHARACTERISTICS OF THE FUNDS’ INVESTMENTS.
IN CONSIDERING ANY PERFORMANCE DATA CONTAINED HEREIN, YOU SHOULD BEAR IN MIND THAT PAST OR TARGETED PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL ACHIEVE COMPARABLE RESULTS OR THAT TARGET RETURNS WILL BE
MET. IN ADDITION, THERE CAN BE NO ASSURANCE THAT UNREALISED INVESTMENTS WILL BE REALISED AT THE VALUATIONS SHOWN AS ACTUAL. REALISED RETURNS WILL DEPEND ON, AMONG OTHER FACTORS, FUTURE OPERATING RESULTS, THE VALUE OF THE ASSETS AND MARKET CONDITIONS AT THE
TIME OF DISPOSITION, ANY RELATED TRANSACTION COSTS, AND THE TIMING AND MANNER OF SALE, ALL OF WHICH MAY DIFFER FROM THE ASSUMPTIONS ON WHICH THE VALUATIONS CONTAINED HEREIN ARE BASED. THE IRRS PRESENTED ON A “GROSS” BASIS DO NOT REFLECT ANY MANAGEMENT FEES,
CARRIED INTEREST, TAXES AND ALLOCABLE EXPENSES BORNE BY INVESTORS, WHICH IN THE AGGREGATE MAY BE SUBSTANTIAL. ALL IRRS PRESENTED ARE ANNUALISED AND CALCULATED ON THE BASIS OF MONTHLY INVESTMENT INFLOWS AND OUTFLOWS. NOTHING CONTAINED HEREIN SHOULD BE
DEEMED TO BE A PREDICTION OR PROJECTION OF FUTURE PERFORMANCE OF THE FUNDS.
PROSPECTIVE INVESTORS SHOULD MAKE THEIR OWN INVESTIGATION AND EVALUATION OF THE INFORMATION CONTAINED HEREIN. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY, BUSINESS ADVISER AND TAX ADVISER AS TO LEGAL, BUSINESS, TAX AND RELATED MATTERS
CONCERNING THE INFORMATION CONTAINED HEREIN.
EXCEPT WHERE OTHERWISE INDICATED HEREIN, THE INFORMATION CONTAINED HEREIN IS BASED ON MATTERS AS THEY EXIST AS OF THE DATE OF PREPARATION OF THIS PRESENTATION AND NOT AS OF ANY FUTURE DATE. THE INFORMATION PROVIDED HEREIN WILL NOT BE UPDATED OR OTHERWISE
REVISED TO REFLECT INFORMATION THAT SUBSEQUENTLY BECOMES AVAILABLE, OR CIRCUMSTANCES EXISTING OR CHANGES OCCURRING AFTER THE DATE HEREOF.
CERTAIN INFORMATION CONTAINED IN THIS PRESENTATION CONSTITUTES “FORWARD-LOOKING STATEMENTS,” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “TARGET,” “PROJECT,” “ESTIMATE,” “INTEND,”
“CONTINUE” OR “BELIEVE,” OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING
STATEMENTS.
CERTAIN INFORMATION CONTAINED IN THIS PRESENTATION IS BASED ON OR DERIVED FROM INFORMATION PROVIDED BY INDEPENDENT THIRD-PARTY SOURCES. ETHOS BELIEVES THAT SUCH INFORMATION IS ACCURATE AND THAT THE SOURCES FROM WHICH IT HAS BEEN OBTAINED ARE RELIABLE. ETHOS
CANNOT GUARANTEE THE ACCURACY OF SUCH INFORMATION, HOWEVER, AND HAS NOT INDEPENDENTLY VERIFIED THE ASSUMPTIONS ON WHICH SUCH INFORMATION IS BASED.
THIS PRESENTATION IS BEING PROVIDED ON A CONFIDENTIAL BASIS. ACCORDINGLY, THIS PRESENTATION MAY NOT BE REPRODUCED IN WHOLE OR IN PART, AND MAY NOT BE DELIVERED TO ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE FUNDS.
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