IN INTERI ERIM M RESU SULTS S PRESENT SENTATION TION 12 March - - PowerPoint PPT Presentation

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IN INTERI ERIM M RESU SULTS S PRESENT SENTATION TION 12 March - - PowerPoint PPT Presentation

IN INTERI ERIM M RESU SULTS S PRESENT SENTATION TION 12 March ch 2020 20 0 Introduction Portfolio overview C O N T E N T S Valuation overview Liquidity analysis Brait transaction 1 Overview of the last six months and market


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SLIDE 1

IN INTERI ERIM M RESU SULTS S PRESENT SENTATION TION

12 March ch 2020 20

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SLIDE 2

C O N T E N T S

Introduction Portfolio overview Valuation overview Liquidity analysis

1

Brait transaction

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SLIDE 3

Unexpected load shedding, the recessionary environment, low consumer confidence and productivity levels coupled with inflationary cost increases made 2H19 one of the most difficult operating environments in decades Outside of South Africa, growth rates remain strong although currency and political risks remain elevated with global risk sentiment and lower oil prices Growth in NAV of 1% since June 2019 to R11.48 per share, attributable EBITDA grew 3.2% Post the Brait transaction, Ethos Capital has invested capital of R2.7bn and is 100% invested The focus of the funds and Ethos Capital is on monetization of the current portfolio to return capital to shareholders The direct and indirect effects of Coronavirus will impact both portfolio company profitability and valuations in the short to medium term however over the longer term this should normalise

P e r f o r m a n c e a n d o u t l o o k

Overview of the last six months and market outlook

2

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SLIDE 4

# of Portfolio Companies

19

(24 post Brait transaction)

NAV per Share

R11.48

Growth in NAV per share

1%

EV / EBITDA

(Actual)

6.7x

Capital Invested

R1.7bn

Capital Invested

(Post Brait)

R2.7bn

Net Debt / EBITDA

(Actual)

1.6x

Total Assets

R1.96bn

(R2.7bn post Brait transaction)

Invested capital

(as % of Total Assets)

85.5%

(100% post Brait transaction)

K e y p e r f o r m a n c e m e t r i c s

Highlights of the operating results

3

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SLIDE 5

C O N T E N T S

Introduction Portfolio overview Valuation overview Liquidity analysis

4

Brait transaction

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SLIDE 6

F u n d i n v e s t m e n t s

R253 million invested and growthin the past 6 months (excluding Brait), including 4 acquisitions

5

R253m

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SLIDE 7

P o r t f o l i o c o m p o s i t i o n

Total assets contribution – pre Brait transaction

6

59% 41%

South Africa Rest of sub-Saharan Africa Assets owned for more than two years Assets owned for less than two years

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SLIDE 8

P o r t f o l i o c o m p o s i t i o n

Total assets contribution – post Brait transaction

7

63% 24% 13%

South Africa Rest of sub-Saharan Africa International

78% of Total assets

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SLIDE 9

P o r t f o l i o c o m p a n y o v e r v i e w

Acce ccess ssib ible le custome stomer base se

650m

Access to +650m mobile subscribers

Dail ily adv dvan ance ces

+$5m

+$5m advances distributed daily, with over 6 million transactions per day (US$1.82bn advanced YTD vs US$1.36bn in 2018)

Stron

  • ng

g finan anci cial al perfo formance

>17%

Y-o-Y LfL EBITDA growth LTM December 2019

Defa fault ult rates es

<1%

Lowest default rates in the industry and the highest service penetration

Glob

  • bal

al prese sence

>25

Presence across 4 continents and >30 countries (most of which are in sub-Saharan Africa) – six new deployments initiated Increasingly connected populations Rising consumer spending Ai and hyper decision- making Financial Inclusion

Key ey inve vestmen stment t theme emes

1.7 billion adults remain unbanked* 67% 67%* of unbanked adults have access to a m 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 ate of inves estmen ent October 2018 % o

  • f EC Inves

ested ted Capital ital 27% Tota

  • tal

l Ethos

  • s ow
  • wner

ersh ship ip 20% % o

  • f EC Tota
  • tal

l Assets ts 23% EC Inves ested ed Capital ital R392m Curren ent t va valuation tion R460m (1.23x TMB) L6M Ret eturn +R38m (9%) R23m dividends received, increased stake by 3% to 20%

Channel VAS update

8

Channel VAS provides Airtime Credit Services and Mobile Financial Services to prepaid mobile subscribers through MNOs

L6M change in NAV:

+R38m 8m

% of Ethos Capital TA:

23% 23%

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SLIDE 10

Date ate of inves estmen ent October 2017 % o

  • f EC Inves

ested ted Capita ital: 11% Tota

  • tal

l Ethos

  • s ow
  • wner

ersh ship ip 28.3% % o

  • f EC Tota
  • tal

l Assets ts: 10% EC Inves ested ed Capital ital R189m Curren ent t va valuation tion: R191m (1.04x TMB) L6M Ret eturn

  • R11m (-6%)

Multiple unchanged, EBITDA decline

P o r t f o l i o c o m p a n y o v e r v i e w

9

Kevro update

L6M change in NAV:

  • R11m

% of Ethos Capital TA:

10% 10%

New Wareh rehou

  • use

se Faci cili lity ty ERP & WMS System stem

KEY HIGHLIGH IGHTS

 Subdued economic environment has continued to adversely affect end customers  Margin declined due to weak volumes, product mix shifts and pricing pressure ✓ Reasonable financial performance in a difficult market; positive impact from price increase in October 2019 ✓ Operational projects to improve service levels and enhance efficiencies

  • New Warehouse and IT systems
  • Optimisation of procurement function

✓ All the above projects to be funded by internally generated cashflows ✓ B-BBEE rating improved to Level 4

“1 Box”

  • Increased pallet locations
  • Warehousing, picking mezz & branding

Allows Kevro to consolidate into one site; expected to drive efficiencies Integr tegrate ate Ops & System ems

  • Enhance inventory management
  • Improve quality of BI in support of

decision-making processes

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SLIDE 11

P o r t f o l i o c o m p a n y o v e r v i e w

10

KEY EY HIGHLIG IGHTS

 Weak advertising market (industry radio and outdoor advertising spend both down YoY)  Most corporate advertising budgets have been cut  Out-of-Home profits declined due to pressure on higher margin assets ✓ Group performance holding up relatively well given difficult operating conditions ✓ Market share gains in broadcasting limited the revenue decline ✓ Pursuit of ongoing cost saving initiatives to protect margin ✓ Strategic review and operating model changes in Ster Kinekor Theatres (SKT) resulted in improved performance

Digiti itizatio zation of Outdo door bill llbo boards ards Mar arket et share are

Growth in radio market share was a significant positive in 2019

Strate ategic ic re-fo focu cus

Sold SKE and unbundled SKT to create a focused broadcasting and outdoor advertising business Capital expenditure in digitising billboards and creating “new age” solutions for advertisers

Primedia update

Date ate of inves estmen ent December 2017 % o

  • f EC Inves

ested ted Capita ital: 11% (including SKT) Tota

  • tal

l Ethos

  • s ow
  • wner

ersh ship ip 19.9% + 5.0% (EC) % o

  • f EC Tota
  • tal

l Assets ts: 10% (including SKT) EC capital ital inves estme tment R174m Curren ent t va valuation tion: R186m (1.07x TMB) L6M Ret eturn

  • R8m

Primedia EBITDA decreased, multiple slightly down

L6M change in NAV:

  • R8m

% of Ethos Capital TA:

10% 10%

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SLIDE 12

P o r t f o l i o c o m p a n y o v e r v i e w

5

Forecast growth in Africa’s data consumption

+42 %

Mar arket et oppo portu tunity ity

$9.9bn

bn

The B2B service market is growing faster than any other segment of ICT in SSA

Growth th in FTTX TTX conn nnec ecti tion

  • ns

x3 x3

SSA severely underserved outside SA; FTTX connections projected to grow three-fold to 2020 KEY EY HIGHLIG IGHTS

 Ongoing delays to obtaining regulatory approvals to complete acquisition of remaining countries (Zimbabwe, Tanzania and Ghana) ✓ Majority of Gondwana acquisition concluded in October 2019, extending Echo’s footprint into Kenya, Uganda, Mauritius and Zambia ✓ Business successfully delivered its 1st B-BBEE rating under the ICT Codes and obtained a level 4 rating ✓ Investment in sales force - strong momentum in delivering against sales targets (147% of full year target achieved in 9 months) ✓ Strategic review and operational model assessment project underway ✓ Strong pipeline of acquisition targets

SSA A presen esence

Countries (more to follow soon) CAGR to 2021

11

Echo update

Date ate of inves estmen ent February 2018 % o

  • f EC Inves

ested ted Capita ital: 10% Tota

  • tal

l Ethos

  • s ow
  • wner

ersh ship ip 63.6% % o

  • f EC Tota
  • tal

l Assets ts: 9% EC Inves ested ed Capital ital R159m Curren ent t va valuation tion: R170m (1.07x TMB) L6M Ret eturn +R9.5m (6%) Increase in gross revenues drove increased valuation

L6M change in NAV:

+R10m 0m

% of Ethos Capital TA:

9% 9%

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SLIDE 13

CARDIO- VASCULAR ORTHO SURGERY WOUND CARE NEUROLOGY BLOOD DISEASE DIAGNOSTIC SOLUTIONS

P o r t f o l i o c o m p a n y o v e r v i e w

KEY EY HIGHLIG IGHTS

 Lower GP margins in certain specialist verticals; plans in place to address this ✓ Robust like-for-like growth, driven by increased market share and new products ✓ Three value accretive acquisitions completed in Q4 2019 ✓ Pursuit of additional opportunities ongoing; near term focus is integration of recent acquisitions ✓ Appointed new CEO with strong technology background ✓ Significant investment in IT systems to facilitate platform roll out ✓ Strong Ai potential both in terms of new business growth and product utilisation ✓ Potential for ex-South Africa growth is significant

12

Vertice update

Date ate of inves estmen ent May 2018 % o

  • f EC Inves

ested ted Capita ital: 9% Tota

  • tal

l Ethos

  • s ow
  • wner

ersh ship ip 86% % o

  • f EC Tota
  • tal

l Assets ts: 8% EC Inves ested ed Capital ital R116m Curren ent t va valuation tion: R147m (1.27x TMB) L6M Ret eturn +R28.7m (+24%) Strong EBITDA growth drove valuation Established uniquely skilled distribution Biotech Infotech convergence Technology platform and scale AI and Data Science

L6M change in NAV:

+R29m 9m

% of Ethos Capital TA:

8% 8%

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SLIDE 14

P o r t f o l i o c o m p a n y o v e r v i e w

Synerlytic Lab footprint Agent labs

13

13 13

SSA & MEI I prese sence

Countries

Signif ific ican ant barr rrie iers s to entry ry

Holds globally applicable accreditations

South Africa Namibia Pakistan DRC Ghana Mozambique Angola Botswana Zimbabwe Zambia Ivory Coast India UAE

Synerlytic update

Date ate of inves estmen ent April 2019 % o

  • f EC Inves

ested ted Capita ital: 7% Tota

  • tal

l Ethos

  • s ow
  • wner

ersh ship ip 94% % o

  • f EC Tota
  • tal

l Assets ts: 6% EC Inves ested ed Capital ital R91m Curren ent t va valuation tion: R121m (1.34x TMB) L6M Ret eturn +R17.7m (17%) Multiple unchanged, EBITDA growth

L6M change in NAV:

R18m

% of Ethos Capital TA:

6% 6%

KEY EY HIGHLIG IGHTS

 Decline in sampling volumes from South African customer base ✓ Wearcheck performing in line with budget ✓ AFS outperforming as a result of strong revenue growth, efficient utilisation levels and cross selling ✓ Positive momentum in AMIS from international sales efforts; EBITDA well ahead of prior year ✓ Pursuit of organic growth through partnerships and extending footprint to select new countries ✓ Assessing M&A opportunities to facilitate further geographic expansion

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SLIDE 15

C O N T E N T S

Introduction Portfolio overview Valuation overview Liquidity analysis

14

Outlook

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SLIDE 16

15

Portfolio composition Key valuation metrics

* Share price as at 31 December, 2019

P o r t f o l i o C o m p o s i t i o n

Portfolio composition and valuation metrics

15

6.7x 1.6x 34% 46%

0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0%

  • 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 0.81 10.67 7.53 86% 34% 31 Dec 19 Share price Cash equivalents Invested Capital Share price % of TAPS Actual NAV discount NAV

11.48

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SLIDE 17

7.53 0.81 6.72 3.1x 1.6x 4.7x

NAV Cash Invested NAV Valuation

SHARE BASED VALUATION 11.48 0.81 10.67 5.1x 1.6x 6.7x

NAV Cash Invested NAV Valuation

NAV BASED VALUATION Portfolio valued at a 46% discount to the peer group... .....market “look-through” values portfolio at 4.7x EV / EBITDA

V a l u a t i o n o v e r v i e w

Market implied valuation analysis

16

* Share price as at 31 December, 2019

100 54 35

46% 34%

  • 20

40 60 80 100 120 Peer group company valuations Ethos portfolio company valuations Implied market company valuations

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SLIDE 18

LTM EBITDA growth by company LTM Sales growth by company Net debt / EBITDA by company

P o r t f o l i o c o m p a n y p e r f o r m a n c e

Growth rates and market implied EV / LTM EBITDA multiples of the portfolio

Market implied EV / EBITDA by company

17

396 227 339 616 5 3 5 3 <= 0% > 0% - <= 5% > 5% - <= 15% > 15%

Value - R'm Number

259 260 467 591 4 3 4 5 <= -10% > -10% - <= 0% > 0% - <= 15% > 15%

Value - R'm Number

497 317 240 320 205 3 2 4 5 2 <= 0x > 0x - <= 1.5x > 1.5x - <= 2.5x > 2.5x - <= 3x > 3x

Value - R'm Number

211 499 570 299 4 3 6 3 <= 4x > 4x - <= 5x > 5x - <= 6x > 6x

Value - R'm Number

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SLIDE 19

5.0x 5.4x 6.3x 2.9x 6.1x 5.6x 5.2x 7.2x 3.8x 4.7x 5.3x 2.1x 5.9x 4.8x 5.7x 2.7x

6.8x 8.4x 10.1x 7.0x 8.6x 9.5x 10.6x 13.1x 5.8x 9.7x 12.7x 5.6x 11.5x 10.7x 11.3x 8.5x

4.7x

Channel Vas Kevro Primedia Ster Kinekor Gammatek Synerlytic Twinsaver Autozone Vertice Eazi Echotel MTN Bevco Waco RTT Neopak Fund VI / VII Ai Fund Mid Market Fund Implied

  • - - - EV / EBIAT

Implied = 8.1x

Portfolio company - market implied valuations

M a r k e t i m p l i e d v a l u a t i o n s

Period-end market price implies the following EV / EBITDA multiples and EV / EBIAT multiples

18

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C O N T E N T S

Introduction Portfolio overview Valuation overview Liquidity analysis Brait transaction

19

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SLIDE 21

* Available liquidity = Cash plus Debt Facility less Net Investment outflows / Realisation inflows

A v a i l a b l e l i q u i d i t y a n d o u t l o o k

Liquidity profile analysis based on current commitments (post Brait)

20

3,800 3,503 290 297 1,638 277 733 500 65 (770) (538) (306) (303) (229) 25 153 346 649 2,823

765 380 420 766 3,360

(1,750) (750) 250 1,250 2,250 3,250 4,250 (1,750) (750) 250 1,250 2,250 3,250 4,250

Total commitments Fees / undrawn adj Net commitments Invested capital Current cash Rights issue Base facility Treasury shares Commitment gap H2 FY20 FY21 FY22 FY23 FY24 Realisations Existing outflows Available liquidity 42% 27% 12% 12% 7%

% outflows by year

H2 FY20 FY21 FY22 FY23 FY24

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SLIDE 22

C O N T E N T S

Introduction Portfolio overview Valuation overview Liquidity analysis

21

Brait transaction

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SLIDE 23

E t h o s k e y d e l i v e r a b l e s

Ethos’ key deliverables pre and post transaction completion

Man anagem gement t Compa pany

  • Finalise

e the operating ng model and integrati ration

  • n of the Brait team
  • Provide stability and clarity to underlying portfo

folio company ny boards and managem emen ent

Brait it

  • Structural

ral considera erations

  • ns

✓ Create alignmen ent betwee een shareholders, Board and the Advisor ✓ Cost optimisat ation

  • n plan

✓ Redomicil ciliat ation of Brait Malta and reconstitu stitution

  • n of Brait Mauritius

us Board

  • Debt struct

cture ure ✓ Finalise the debt agreem ement ents ✓ Focus on de de-gear aring ng the BML facility as a key priority ✓ Balance cash flow and liquidity managem ement ent plan with the overall game plan for Brait

Brait it Portfol folio io Compa panie ies

  • Stakehol

holder er alignment nt around nd revised d value realisation

  • n strateg

egy

  • Executive and shareholder alignment on strateg

egic game plans

  • Execut

ution

  • n of value realisat

ation n plans over 3-5 years

22

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SLIDE 24

Stuart rt MacK cKenzie nzie Investment Team Board

(alt. Peter Hayward-Butt)

Rolf Hartm rtmann Investment Team Board Joao Rodrigues Investment Team

R e s o u r c e a l l o c a t i o n

Resource Allocation

Ethos will appoint Senior Ethos Executives to key positions, alongside the Brait Executives Ethos

  • s Value

lue Add dd and d Analy alytica tical l Supp pport t

New Look, DGB & Consol

23

Anthonie ie de Beer Investment Team Board Bruce ce Baisle sley Investment Team Board James s Newman Investment Team Board Pete ter r Hayward rd-Butt Butt Board

(alt. Stuart MacKenzie)

Jonatha than Matt tthe hews Investment Team Board Rolf Hartm rtmann Investment Team Board Glynn n Potgie iete ter Investment Team Pete ter r Hayward rd-Butt Butt Board

(alt. Stuart MacKenzie)

Stuart t MacKe cKenzie zie Investment Team Bruce ce Baisle ley Investment Team Pete ter r Hayward rd-Butt Butt James s Newman Investment team Investment team

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SLIDE 25

R38.00 R17.16 R6.60 R7.99

Ethos NAV / Share (pre rights issue) Ethos NAV / Share (post rights issue) Rights Offer In-price

10,547 6,905 1,728 10,591 4,758 375

NAV Net debt Other investments Virgin Premier Iceland

Effective entry multiples for Ethos Capital

Brait valuation overview

Discounts*

8.0x 6.9x 6.0x

EV/EBITDA multiples

Brait Sept NAV and transaction pricing

(37%) (45%) (86%)

Other investments

E t h o s C a p i t a l e n t r y v a l u a t i o n

24

* Discounts to latest Brait NAV published as at September 2019

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SLIDE 26

V a l u e c r e a t i o n a p p r o a c h

Strategic Game Plan – Value creation approach

An analysis of each business by financial performance / outlook, competitive landscape, strategy implementation, valuation outlook and exit readiness will determine the Brait game plan

What at is the e outlo look

  • k fo

for va valuation tions s and exit opt ptio ions in the mediu ium te term? Valu luation tion outlook look – Baseline the current Net Realisable Value of each asset – Assess the outlook for key valuation drivers (profitability, cashflow yield and multiple) – Ascertain where the business is in terms of the sector cycle Exit opt ption

  • ns

– Critical assessment of the likely exit alternatives – SOTP valuation versus the whole – Capacity of the buyer universe to execute – What is required to deliver an optimal exit over a 3-5 year timeframe Valu luation tion and d exit consi sider eratio ations How

  • w are each

ch of the portf tfol

  • lio

io compan anies ies positio itioned d in te terms s of: Finan ancia cial l perfo forman ance ce – Historic key value driver performance and outlook for these – Assessing the tangible growth opportunities and investment / timeframe required – Balance sheet optimisation plan Competitiv petitive e positio itionin ing / market t outlo tlook

  • k

– Is the outlook for the business (competitive landscape, tail / headwinds) positive or negative – Assessment of the company’s sustainable “right to win” Strategic tegic implem lemen enta tation tion – Is the strategy appropriate for the company’s financial performance and market conditions – Does the strategy align with Brait’s new medium-term focus – Are the strategies monetizable in the timeframe to exit Managem gemen ent t and d Board – Ensure that we have management incentivised and aligned to deliver the agreed strategy – Capacitate the boards with the right skills / capabilities to support the business Operatio ational, al, strategi ategic c and manage agemen ent t consi sider eratio ations

25

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SLIDE 27

DISCLAIMER

THE 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.