Wrap Text
Declaration announcement in respect of 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE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.
DECLARATION ANNOUNCEMENT IN RESPECT OF THE BRAIT RIGHTS OFFER
Brait shareholders ("Shareholders") are referred to the announcement published on the Stock
Exchange News Service ("SENS") of the JSE Limited ("JSE") on Monday, 3 June 2024 in terms of
which Shareholders were advised that the Company had approved an inter-conditional
recapitalisation plan which includes:
• 3-year extensions of the maturities of the Bonds to December 2027;
• Repayment / redemption / settlement adjustments:
- Convertible Bonds to be partially repaid by an amount of ZAR150 million;
- Exchangeable Bonds to be partially repaid by way of an aggregate reduction of the
principal amount of ZAR750 million;
• A fully underwritten equity capital raise of up to ZAR1.5 billion ("Rights Offer") with the
proceeds retained by the Company for general working capital purposes, potential investment
in existing portfolio companies and / or repayment of Brait and its subsidiaries' ("Group")
debt; and
• Extension of the Brait Mauritius Limited ("BML") committed revolving credit facility ("BML
RCF") to March 2028, with the facility limit increased from ZAR0.6 billion to ZAR1 billion,
(collectively the "Recapitalisation").
Unless otherwise stated, capitalised terms used in this announcement have the same meanings given
in the EGM circular to the Shareholders dated Monday, 3 June 2024.
Shareholders are hereby advised that Brait intends to launch the Rights Offer of ordinary no par value
shares in Brait as contemplated in a Rights Offer circular to be published on or about Thursday, 18
July 2024 ("Rights Offer Circular").
The final terms of the Rights Offer, including the subscription price per Rights Offer Share ("Offer
Price") and the ratio of Rights Offer Shares offered for every existing share held will be announced by
Brait on SENS on the finalisation date for the Rights Offer, expected to be Thursday, 18 July 2024.
SALIENT TERMS OF THE RIGHTS ISSUE
Brait intends to raise gross proceeds of ZAR1.5 billion through an offer of renounceable rights which
entitle Qualifying Shareholders to subscribe for an aggregate of up to 2,542,372,881 Shares proposed
to be issued by the Company pursuant to the Rights Offer ("Rights Offer Shares") to Shareholders
(excluding Shareholders resident or located in certain restricted jurisdictions) who are recorded in the
register on the record date for the Rights Offer ("Qualifying Shareholders"), being Friday, 26 July
2024.
The Rights Offer is to be made by way of the issue of nil paid renounceable rights to Qualifying
Shareholders ("Rights") to subscribe for Rights Offer Shares at the Offer Price.
Upon issue, the Rights Offer Shares will rank pari passu with all other Brait ordinary shares.
EXCESS APPLICATIONS
Qualifying Shareholders will be permitted to apply for Rights Offer Shares not taken up in excess of
their pro rata entitlement in terms of the Rights Offer, should there be excess shares available for
allocation. Such excess shares will be allocated equitably, taking into consideration the number of
ordinary shares held by the Qualifying Shareholder that applies for excess shares prior to such
allocation, including Rights Offer Shares taken up as a result of the Rights Offer, and the number of
excess shares applied for by such Qualifying Shareholder.
If all the Rights Offer Shares are taken up in the Rights Offer, then no Excess Rights Offer Shares will
be available for allocation to applicants pursuant to excess applications.
SHAREHOLDER COMMITMENTS AND UNDERWRITING
In terms of the underwriting agreement entered into between the Company and Titan Financial Services
Proprietary Limited ("Titan" or "Underwriter") on Friday, 31 May 2024 ("Underwriting Agreement"),
Titan and its affiliated entities have irrevocably undertaken to subscribe for all their respective
entitlements to Rights Offer Shares pursuant to the Rights Offer, having an aggregate value of
ZAR429,949,508 at the Offer Price.
Titan, as the underwriter, will underwrite the Rights Offer Shares not taken up in terms of the Rights
Offer up to a maximum underwriting commitment of ZAR1.5 billion, less the value of Titan and its
affiliated entities' irrevocable commitments to follow their Rights, on the terms and subject to the
conditions contained in the Underwriting Agreement.
The Company has agreed to pay Titan a commission equal to 1% of the aggregate Offer Price (plus
any applicable value added tax thereon). The underwriting fee is, in the opinion of the Board, not greater
than the current market rate charged by underwriters for a transaction of this nature.
The directors of Brait have made due and careful enquiry to confirm that Titan is able to meet its
commitment in terms of the Rights Offer. Further particulars of Titan, as underwriter, will be set out in
the Rights Offer Circular.
Accordingly, the Rights Offer will be fully committed and underwritten through the shareholder
commitments to follow their Rights in full and the Underwriting Agreement with the Underwriter.
SALIENT DATES AND TIMES
Unless otherwise stated, capitalised terms used in the table below have the same meaning given in
the Rights Offer Circular.
Events 2024
Posting Record Date Friday, 12 July
Declaration Date Tuesday, 16 July
Finalisation Date Thursday, 18 July
Publication of Rights Offer Circular on the Company's website Thursday, 18 July
Last day to trade to be eligible to participate in the Rights Offer Tuesday, 23 July
Shares trade ex-Rights on the JSE at 09:00 (SAST) Wednesday, 24 July
Listing of and trading in Rights under JSE code: BATN and ISIN: Wednesday, 24 July
MU0767S00006
Rights Offer Circular (enclosing the Election Form, US Investor Letter Thursday, 25 July
and JSE Form of Instruction) posted to Certificated Shareholders
Record Date Friday, 26 July
Rights Offer opens in South Africa at 09:00 (SAST) Monday, 29 July
(i) Qualifying JSE Shareholders that hold Dematerialised Shares on Monday, 29 July
the South African sub-register; (ii) Qualifying LuxSE Shareholders who
have delivered a duly completed Election Form (green) indicating that
they wish to participate in the Rights Offer; and (iii) Permitted
Restricted Territory Shareholders who have delivered a duly completed
Election Form (green) indicating that they wish to participate in the
Rights Offer (and in the case of QIBs who have delivered a duly
completed US Investor Letter included as Annexure 4 of the Rights
Offer Circular by 26 July 2024), will have their broker or CSDP
accounts credited with their Rights and subsequently can exercise their
Rights
Shareholders on the South African sub-register that hold Certificated Monday, 29 July
Shares will have their Rights credited to an electronic account held at
the South African Transfer Secretaries
Rights Offer Circular distributed to Dematerialised Shareholders Monday, 29 July
Last day to trade in Rights for Shareholders trading on the JSE Monday, 5 August
Qualifying JSE Shareholders that hold Certificated Shares on the Monday, 5 August
South African sub-register who want to sell their Rights must ensure
that they have sent their duly completed JSE Form of Instruction to the
South African Transfer Secretaries no later than 12:00 (SAST)
(Shareholders are to ensure that the South African Transfer
Secretaries has received the instruction and if they are posting they
must factor in posting delays)
Listing and trading of the Rights Offer Shares on the JSE commences Tuesday, 6 August
09:00 (SAST)
Record date and closing date for acceptance under the Rights Offer at Thursday, 8 August
12:00 (SAST)
Results of the Rights Offer released on SENS, the SEM and the LuxSE Monday, 12 August
website
Rights Offer Shares delivered in Dematerialised form: (i) to Monday, 12 August
Dematerialised Shareholders' broker or CSDP; or (ii) in the case of
Certificated Shareholders, with Computershare Nominees accounts
Listing and trading of the Rights Offer Shares on LuxSE commences Monday, 12 August
09:00 (CET)
In respect of successful excess applications, Rights Offer Shares Tuesday, 13 August
issued to Qualifying Shareholders (or their transferees)
Refund payments (if any) in respect of unsuccessful applications by Tuesday, 13 August
Certificated Shareholders for Excess Rights Offer Shares made
Notes:
1. These dates and times are indicative only and subject to change. All dates are estimations based on current
expectations of the Company and are subject to change. If any of the dates and times change, details of the new
dates and times will be published on the website of the LuxSE and on SENS and the SEM.
2. Shareholders in Restricted Territories are required to certify to the Company's satisfaction, in its sole and absolute
discretion, by no later than Friday, 26 July 2024, that their exercise, sale or renunciation of the Rights and/or
subscription for Rights Offer Shares would not result in the contravention of any registration or other legal
requirement in such jurisdiction in order to participate in the Rights Offer, failing which the Rights will instead be sold
by the South African Transfer Secretaries, on a best efforts basis and the average proceeds will be remitted, net of
brokerage charges and associated expenses, in accordance with the information of such Shareholders on the Brait
share register. Further details are set out in paragraph 1.9 of Part 7 (Rights Offer Details) of the Rights Offer Circular.
3. The Rights attributable to Shareholders in a Prohibited Jurisdiction will be sold by the South African Transfer
Secretaries, on a best-efforts basis and the average proceeds will be remitted, net of brokerage charges and
associated expenses, in accordance with the information of such Shareholders on the Brait share register. Further
details are set out in paragraph 1.9 of Part 7 (Rights Offer Details) of the Rights Offer Circular.
4. Shares may not be transferred between Brait's register of members in Luxembourg and the South African sub-
register between Tuesday, 16 July 2024 and Friday, 26 July 2024, both days inclusive.
5. Shares are transferable between Brait's register of members in Luxembourg and the South African sub-register save
as set out in note 4 above. Qualifying LuxSE Shareholders, who wish to trade their Rights Offer Shares on the LuxSE
will first need to transfer those shares from the South African sub-register to Brait's register of members in
Luxembourg.
6. Rights Offer Shares will be listed on the JSE on Tuesday, 6 August 2024 and on the LuxSE on Monday, 12 August
2024 because securities may be listed on the JSE 3 trading days prior to their issue whereas securities may only be
listed on the LuxSE following their issue.
7. Share certificates may not be dematerialised or rematerialised between Wednesday, 24 July 2024 and Friday, 26
July 2024, both days inclusive.
8. CSDP's or brokers (in respect of Qualifying Shareholders) must effect payment in respect of Dematerialised
Shareholders on a delivery versus payment basis.
9. Rights Offer Shares will only be delivered pursuant to the Rights Offer on Monday, 12 August 2024.
TAXATION
The tax treatment of the purchase, subscription, renouncing, holding and disposal of the letters of
allocation or Rights Offer Shares in the hands of Shareholders is dependent on their individual
circumstances and the tax jurisdiction applicable to those Shareholders. No Shareholder should
construe the contents of this announcement or the Rights Offer Circular and the documentation
accompanying it as tax or other advice. Shareholders are advised to consult their tax and financial
advisors regarding any taxation implications pertaining to them regarding the acceptance of their Rights
in terms of the Rights Offer.
OVERSEAS SHAREHOLDERS
Any Shareholders who have registered addresses in or who are resident in or located in, or who are
citizens of, countries other than South Africa should consult their professional advisors to establish
whether they require any governmental or other consents or need to observe any other formalities to
permit them to accept the Rights Offer and enable them to take up their entitlements to the Rights Offer.
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an
offer and the Rights Offer Circular and form of instruction should not be forwarded or transmitted by
recipients thereof to any person in any territory other than where it is lawful to make such an offer.
Shareholders should carefully consider the disclaimers set out below and in the Rights Offer Circular.
RIGHTS OFFER CIRCULAR
Further details of the Rights Offer will be disclosed in the Rights Offer Circular which will be made
available on Brait's website (https://www.brait.com/) on Thursday, 18 July 2024. The Rights Offer
Circular (enclosing the form of instruction in respect of qualifying certificated shareholders, the election
form in respect of Qualifying LuxSE Shareholders and certain Permitted Restricted Territory
Shareholders and the US investor letter in respect of certain permitted US shareholders) will be posted
to certificated shareholders on Thursday, 25 July 2024.
Port Louis, Mauritius
Tuesday, 16 July 2024
Brait's Ordinary Shares are primary listed and admitted to trading on the Euro MTF market of the
Luxembourg Stock Exchange ("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 Stock Exchange of Mauritius Ltd
("SEM").
LuxSE Listing Agent:
Harney Westwood & Riegels SARL
Financial Advisor, Arranger and JSE Sponsor:
Rand Merchant Bank, a division of FirstRand Bank Limited
SEM Authorised Representative and Sponsor:
Perigeum Capital Limited
South African Legal counsel:
DLA Piper Advisory Services Proprietary Limited
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 offering for sale of the Rights in certain jurisdictions
may be restricted by law. The Rights 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
Underwriters 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 shares in any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by Brait and the Underwriters 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 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. There will be no public offer of the securities mentioned
herein in the United States of America.
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 UK 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 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: 16-07-2024 10:45:00
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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