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Results announcement regarding the Brait rights offer
BRAIT P.L.C.
(Registered in Mauritius as a Public Limited Company)
(Registration No. 183309 GBC)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A2SBSU ISIN: XS2088760157
LEI: 549300VB8GBX4UO7WG59
("Brait" or the "Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER
JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE OR MAKING OF THE
RIGHTS OFFER WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY OTHER JURISDICTION.
RESULTS ANNOUNCEMENT REGARDING THE BRAIT RIGHTS OFFER
Unless otherwise stated, capitalised terms used in this announcement have the same meanings given in the
Rights Offer circular to Brait shareholders ("Shareholders") published on the Company's website on Thursday,
18 July 2024 (the "Circular").
1. INTRODUCTION
Shareholders are referred to the finalisation announcement published on the Stock Exchange News Service
("SENS") of the JSE Limited ("JSE") and published on the websites of the Luxembourg Stock Exchange
("LuxSE") and the Stock Exchange of Mauritius Ltd ("SEM") on Thursday, 18 July 2024 relating to Brait's
renounceable rights offer to Qualifying Shareholders to raise, in aggregate, gross proceeds of ZAR1.5 billion
("Rights Offer").
2. RESULTS OF THE RIGHTS OFFER
The Rights Offer closed at 12:00 (SAST) on Thursday, 8 August 2024 and the Board advises that Brait has
successfully raised ZAR1.5 billion in terms of (i) Rights Offer Shares taken up by Shareholders (or their
renouncees) that followed their Rights and subscribed for Rights Offer Shares; and (ii) Excess Rights Offer
Shares allocated to Qualifying Shareholders pursuant to excess applications. The results of the Rights Offer
are set out below:
Number of Rights % of Rights
Offer Shares Offer
Rights Offer Shares available for subscription 2,542,372,881 100.0
Rights Offer Shares subscribed for (excluding excess applications) 2,441,984,511 96.1
Excess applications for Rights Offer Shares received 1,680,383,831 66.1
Excess Rights Offer Shares allocated 100,388,370 3.9
Total Rights Offer Shares subscribed for 2,542,372,881 100.0
As the Rights Offer was fully subscribed, after taking into account excess applications received, the Underwriter
was not required to subscribe for any Rights Offer Shares in terms of its underwriting commitment.
3. ISSUE OF THE RIGHTS OFFER SHARES
Rights Offer Shares have been delivered in Dematerialised form: (i) in the case of Dematerialised Shareholders
to their broker or CSDP; and (ii) in the case of Certificated Shareholders, to their Computershare Nominees
accounts, today Monday, 12 August 2024.
4. EXCESS APPLICATIONS
Brait received applications for 1,680,383,831 Excess Rights Offer Shares. 100,388,370 Excess Rights Offer
Shares were allocated in respect of successful applications, resulting in 1,579,995,461 unsuccessful
applications, equivalent to approximately ZAR932 million, in respect of which Excess Rights Offer Shares were
not allocated.
Excess Rights Offer Shares were allocated on a pro rata basis to Qualifying Shareholders who applied for
Excess Rights Offer Shares by taking into account the number of Shares held by the Qualifying Shareholder
prior to the Rights Offer, the number of Rights Offer Shares taken up pursuant to the Rights Offer and the
number of Excess Rights Offer Shares applied for by the Shareholders.
Excess Rights Offer Shares in respect of successful applications will be delivered in Dematerialised form to
Qualifying Shareholders (or their renouncees) on or about Tuesday, 13 August 2024.
Refund payments in respect of unsuccessful applications by Certificated Shareholders for Excess Rights Offer
Shares will be made on or about Tuesday, 13 August 2024.
5. ISSUED SHARE CAPITAL POST THE RIGHTS OFFER
Following the implementation of the Rights Offer, the number of Brait ordinary shares in issue has increased
from 1,320,312,254 to 3,862,685,135.
Port Louis, Mauritius
12 August 2024
Brait's Ordinary Shares are primary listed and admitted to trading on the Euro MTF market of the LuxSE and its
secondary listing is on the exchange operated by the JSE. The Company's Convertible Bonds are dual listed
on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange as well as the Official Market of the
SEM.
LuxSE Listing Agent:
Harney Westwood & Riegels SARL
Financial Advisor, JSE Equity and Debt Sponsor:
Rand Merchant Bank, a division of FirstRand Bank Limited
SEM Authorised Representative and Sponsor:
Perigeum Capital Ltd
South African Counsel:
DLA Piper Advisory Services Proprietary Limited
Mauritian Counsel:
Eversheds Sutherland (Mauritius)
English Counsel on the Convertible Bonds:
DLA Piper UK LLP
South Africa Legal Advisor on the Exchangeable Bonds
Webber Wentzel
International Counsel to Rand Merchant Bank
Milbank LLP
South African Counsel to Rand Merchant Bank
Bowmans
IMPORTANT NOTICE AND DISCLAIMER
The release, publication or distribution of this announcement ("Announcement") in jurisdictions other than
South Africa may be restricted by law and therefore persons into whose possession this Announcement comes
should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply
with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, Brait disclaims any responsibility or liability for the violation of such
requirements by any person.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part
of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to
purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing
advice should consult an independent financial adviser. The information contained in this Announcement is not
for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation
of local securities laws or regulations. The information in this Announcement does not purport to be full or
complete and is subject to change without notice.
This Announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or
indirectly, in or into the United States of America, Australia, Canada, Japan, Hong Kong or any other jurisdiction
in which such release, publication or distribution would be unlawful. This Announcement is for information
purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part
of an offer or solicitation of an offer to purchase or sell securities in the United States of America or any other
jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any
failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No
reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or
completeness.
The distribution of this Announcement and the sale of Rights and Rights Offer Shares in certain jurisdictions
may be restricted by law. The Rights and Rights Offer Shares may not be offered to the public in any jurisdiction
in circumstances which would require the preparation or registration of any prospectus or offering document
relating to the shares in such jurisdiction. No action has been taken by Brait, the Underwriter or any of their
respective affiliates that would permit an offering of such securities or possession or distribution of this
Announcement or any other offering or publicity material relating to such securities in any jurisdiction where
action for that purpose is required for it to be lawful. Persons into whose possession this Announcement comes
are required by Brait and the Underwriter to inform themselves about, and to observe, such restrictions.
The Rights and the Rights Offer Shares have not been, and will not be registered under the U.S. Securities Act
of 1933 (the "Securities Act"), as amended, and may not be offered, sold pledged, taken up, exercised, resold,
transferred or delivered, directly or indirectly, in, into or from the United States of America except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other jurisdiction of the United States of America.
There was not and will not be any public offer of the securities mentioned herein in the United States of America
or in any other jurisdiction.
This Announcement is only addressed to and directed at persons in member states of the European Economic
Area ("EEA") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129, as amended) ("Qualified Investors"). In the United Kingdom, this disclaimer and
the Circular are being distributed only to, and are directed only at persons who are "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of assimilated law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA") and who are: (i) persons having professional
experience in matters relating to investments falling under Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as "Relevant Persons"). This disclaimer and the
Circular must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons,
and (ii) in any member state of the EEA, by persons who are not qualified investors. Any investment or
investment activity to which this disclaimer and the Circular relates is available only to (i) Relevant Persons in
the United Kingdom, and (ii) qualified investors in any member state of the EEA and will be engaged in only
with such persons.
The information in this Announcement may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase
and/or subscribe for securities in South Africa, including an offer to the public for the sale of, or subscription for,
or the solicitation or advertisement of an offer to buy and/or subscribe for, shares as defined in the South African
Companies Act, No. 71 of 2008 (as amended) or otherwise (the "Companies Act") and will not be distributed
to any person in South Africa in any manner that could be construed as an offer to the public in terms of the
Companies Act. As a result, this Announcement does not comply with the substance and form requirements for
a prospectus set out in Companies Act and the South African Companies Regulations of 2011, and has not
been approved by, and/or registered with, the with the South African Companies and Intellectual Property
Commission or any other South African authority.
This Rights Offer to which this Announcement refers to is a rights offer as contemplated in section 96(1)(d) of
the Companies Act and does not constitute an "offer to the public" as envisaged in Chapter 4 of thereof.
The information contained in this Announcement constitutes factual information as contemplated in section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 2002 ("FAIS Act") and should
not be construed as an express or implied recommendation, guide or proposal that any particular transaction in
respect of the Rights or in relation to the business or future investments of Brait or any member of the Brait
Group, is appropriate to the particular investment objectives, financial situations or needs of a prospective
investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing
or advertising of, financial services in South Africa. The Company is not a financial services provider licensed
as such under the FAIS Act.
Date: 12-08-2024 07:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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