Wrap Text
Rights offer declaration and finalisation announcement: fully committed and underwritten renounceable rights offer
Brait SE
(Registered in Malta as a European Company)
(Registration No. SE1)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A1Z6XC ISIN: XS1292954812
LEI: 549300VB8GBX4UO7WG59
("Brait" or the “Company")
This announcement is for information purposes only and does not contain or constitute an offer
of, or the solicitation of an offer to buy, any securities referred to herein to any person in any
jurisdiction, including the United States, Australia, Canada, Japan or South Africa. Neither this
announcement nor anything contained herein shall form the basis of, or be relied upon in
connection with any offer or commitment whatsoever in any jurisdiction.
RIGHTS OFFER DECLARATION AND FINALISATION ANNOUNCEMENT: FULLY COMMITTED
AND UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER TO QUALIFYING SHAREHOLDERS
1. Introduction
Brait shareholders (“Shareholders”) are referred to the announcement released on the Stock Exchange
News Service of the Johannesburg Stock Exchange (“JSE”) and published on the website of the
Luxembourg Stock Exchange (“LuxSE”) on 14 January 2020 relating to the results of the Extraordinary
General Meeting (“EGM”) of Shareholders that was held at the Company’s registered office at 4th Floor,
Avantech Building, St. Julian’s Road, San Gwann, SGN 2805, Malta on Tuesday, 14 January 2020.
Extraordinary resolutions 1, 5, 6, 7, 8 and 9 together with ordinary resolutions 2, 3 and 4, tabled at the
EGM were approved by the requisite majority of votes.
The Company has now declared its intention to undertake:
- a fully committed and underwritten, renounceable rights offer on a pre-emptive basis to Qualifying
Shareholders (defined below) in respect of 795,454,545 new, fully paid ordinary shares of EUR
0.22 each in the share capital of Brait (“New Shares”) in the ratio of 1.6870 New Shares for every
1 existing, fully paid ordinary share of EUR 0.22 each in the share capital of Brait (“Shares”) held
at 11h00 CET/ 12h00 SAST on 31 January 2020 (the “First Record Date”), at a price of ZAR6.60
(EUR 0.41) per New Share to raise in aggregate ZAR5,250,000,000 (the “Rights Offer”); and
- a potential non-pre-emptive specific issue of fully paid ordinary shares of EUR 0.22 each in the
share capital of Brait of up to ZAR350,000,000 issued at the Offer Price (defined below) (the “Top-
Up Subscription”).
(collectively the “Equity Capital Raise”).
“Qualifying Shareholders” are Shareholders whose Shares are listed on the LuxSE or the JSE (save
for persons, other than Permitted Restricted Territory Shareholders (defined below), with registered
addresses or located or resident in Restricted Territories (defined below) and are recorded in Brait’s
register of members in Luxembourg or Johannesburg as at the First Record Date
2. Rationale for the Equity Capital Raise
Brait intends to use the net proceeds of the Equity Capital Raise (after costs, fees and expenses related
to the Equity Capital Raise) for the repayment of the remaining GBP170,000,000 in aggregate principal
amount of the outstanding convertible bonds due September 2020 and to partially repay Brait Mauritius
Limited’s existing committed revolving credit facility. As part of the overall recapitalisation this provides
Brait with a de-geared balance sheet and extended debt maturities, providing an opportunity to drive
value in its core portfolio of assets.
3. Terms of the Rights Offer
The Rights Offer will consist of a fully committed and underwritten renounceable rights offer by Brait to
Qualifying Shareholders of 795,454,545 New Shares at an offer price of ZAR6.60 (EUR 0.41) per New
Share (the “Offer Price”), in the ratio of 1.6870 New Shares for every 1 Share held. Pursuant to the
Rights Offer, Qualifying Shareholders will be issued their proportion of renounceable rights (“Rights”)
based on their holding of Shares. On and subject to the terms of the Rights Offer, each Right will entitle
the holder to subscribe for a New Share at the Offer Price. The Rights: (i) will be listed on the LuxSE
and JSE (collectively the “Exchanges”); (ii) will be renounceable; and (iii) will be capable of being traded
on the Exchanges.
New Shares representing fractional entitlements will not be issued to Qualifying Shareholders. Where
necessary, entitlements to New Shares of 0.5 or greater will be rounded up and less than 0.5 will be
rounded down to the nearest whole number.
The Offer Price per New Share represents a 48.6 per cent. discount to the JSE closing price of a Share
of ZAR12.85 on 20 January 2020 and a 27.0 per cent. discount to the theoretical ex-rights price of a
Share of ZAR9.04 (EUR 0.56) calculated by reference to the 5 (five) day volume-weighted average
price of a Share on the JSE immediately preceding the Finalisation Date of ZAR13.17 (EUR 0.82).
Assuming that there is no Top-Up Subscription, Qualifying Shareholders who take up their pro rata
entitlements to New Shares in full will suffer no dilution of their shareholdings in the Company as a
result of the Rights Offer. However, if a Qualifying Shareholder does not (or is unable) to take up the
offer of New Shares in full, its proportionate shareholding will be diluted by approximately 62.8 per cent.
The Rights and the New Shares will be listed on both the Euro MTF market operated by the LuxSE and
on the JSE. The Rights will be renounceable and will be capable of being traded on the Exchanges.
The Equity Capital Raise will see the introduction of EPE Capital Partners Ltd and Ethos Fund VII GP
(SA) Proprietary Limited (the “Ethos Underwriters”) as a new strategic equity partner through their
investment of ZAR1,350,000,000 in Brait.
The Ethos Underwriters have entered into an agreement with Titan Financial Services Proprietary
Limited (“Titan”), whereby Titan and its affiliates will undertake in favour of the Ethos Underwriters to
irrevocably and unconditionally renounce part of Titan’s entitlements to New Shares with an aggregate
subscription price of ZAR1,000,000,000, in favour of the Ethos Underwriters, and the Ethos
Underwriters have irrevocably and unconditionally undertaken to subscribe for these New Shares.
Additionally, the Ethos Underwriters have (amongst others) entered into an underwriting agreement (the
“Underwriting Agreement”) with Brait in terms of which the Ethos Underwriters will underwrite New
Shares not taken up under the Rights Offer having an aggregate value at the Offer Price of up to
ZAR350,000,000. To the extent that the Ethos Underwriters do not subscribe for New Shares having a
value at the Offer Price of ZAR350,000,000 through their underwriting commitment in the Rights Offer,
Brait will undertake a non-pre-emptive specific issue to the Ethos Underwriters of up to 53,030,303
shares having a value at the Offer Price of up to ZAR350,000,000 by way of the Top-Up Subscription.
Any Shares acquired by the Ethos Underwriters and Titan and its affiliates will be subject to a customary
lock up for 90 days post the Rights Offer and may not be disposed of, whether directly or indirectly,
without the prior written consent of Brait.
Titan and its affiliates own 188,730,749 Shares, equating to a 40.0 per cent. shareholding, excluding
the 17,475,070 Shares in the Company held by Maitland Malta Limited as trustee of the Brait Investment
Trust and the 36,616,189 Shares in the Company held by Brait Mauritius Limited, and is committed to
investing up to ZAR1,000,000,000 in the Rights Offer via a combination of following its Rights
(ZAR750,000,000) and underwriting New Shares not taken up under the Rights Offer having an
aggregate value at the Offer Price of up to ZAR250,000,000, pursuant to the Underwriting Agreement.
In addition to undertakings from Titan (ZAR750,000,000) and the Ethos Underwriters
(ZAR1,000,000,000) to take up the Rights mentioned above, Brait has secured irrevocable undertakings
from major institutional Shareholders (ZAR1,378,000,000) to follow all, or a portion, of their Rights
pursuant to the Rights Offer, subject to certain exceptions for compliance with investment mandates.
Brait has also secured underwriting commitments of ZAR2,122,000,000 under the Underwriting
Agreement from a combination of Titan (ZAR250,000,000), the Ethos Underwriters (ZAR350,000,000),
and Rand Merchant Bank, a division of FirstRand Bank Limited (ZAR1,522,000,000) resulting in a fully
committed and underwritten Rights Offer.
4. Excess New Shares
Qualifying Shareholders will be permitted to apply for New Shares in excess of their pro rata entitlement
in terms of the Rights Offer (“Excess New Shares”), should there be Excess New Shares available for
allocation. Such Excess New Shares will be allocated equitably, taking cognisance of the number of
Shares held by the Qualifying Shareholder just prior to such allocation, including New Shares taken up
as a result of the Rights Offer, and the number of Excess New Shares applied for by such Qualifying
Shareholder.
5. Shareholders in restricted territories
The making of the Rights Offer to persons located or resident in, or who are citizens of, or who have a
registered address in countries other than Malta, Luxembourg and South Africa, may be affected by the
law or regulatory requirements of the relevant jurisdiction. The offer of New Shares under the Rights
Offer may not be capable of acceptance, or purported acceptance, in certain territories. Shareholders
with a registered address in the United States, Australia, Canada, and Japan and any other jurisdiction
where the extension or making of the Rights Offer would be unlawful or in contravention of certain
regulations (“Restricted Territories”) are not being sent the Rights Offer circular (“Circular”) and are
not entitled to accept any offer to acquire Rights and/or New Shares.
Shareholders with registered addresses in, or who are resident in any of, the Restricted Territories who
have satisfied the Company, in its sole and absolute discretion, by no later than 27 January 2020, that
their exercise, sale or renunciation of the Rights and/or subscription for New Shares would not result in
the contravention of any registration or other legal requirement in any jurisdiction may participate in the
Rights Offer (“Permitted Restricted Territory Shareholders”), failing which the Rights will instead be
sold, on a best efforts basis and the proceeds will be remitted, net of brokerage charges and associated
expenses, in accordance with the information of such Shareholders on the Brait share register.
Any Shareholder who is in any doubt as to his position should consult an appropriate professional
advisor without delay.
6. Expected timetable and principal events
2020
Declaration Date Tuesday, 21 January
2020
Finalisation Date Tuesday, 21 January
Publication of Circular on the Company’s website Monday, 27 January
Last day for Shareholders in Restricted Territories to satisfy the Monday, 27 January
Company that they can participate in the Rights Offer
Last day to trade in Shares on the Exchanges for Shareholders to be Tuesday, 28 January
eligible to participate in the Rights Offer
Shares trade ex-Rights on the Exchanges at 09:00 (CET)/ 09:00 Wednesday, 29 January
(SAST)
Listing of and trading in Rights under Clearstream and Euroclear Wednesday, 29 January
Common Code: 209120534, JSE code: BATN and ISIN:
MT2000680212
Circular posted to Certificated Shareholders Thursday, 30 January
LuxSE Forms of Instruction and Rights Certificates posted to Qualifying Thursday, 30 January
LuxSE Shareholders
First Record Date Friday, 31 January
Rights Offer opens in Luxembourg and South Africa at 09:00 Monday, 3 February
(CET)/09:00 (SAST)
Qualifying LuxSE Shareholders that hold Dematerialised Shares will Monday, 3 February
have their Participant or broker accounts credited with their Rights and
can subsequently exercise their Rights
Shareholders that hold Dematerialised Shares on the South African Monday, 3 February
sub-register 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, 3 February
Shares will have their Rights credited to an electronic account held at
the South African Transfer Secretaries
Circular distributed to Dematerialised Shareholders Monday, 3 February
Qualifying Shareholders that hold Certificated Shares on the South Monday, 10 February
African sub-register who want to sell their Rights must ensure that they
have sent their instruction to the South African Transfer Secretary no
later than 11:00 (CET)/12:00 (SAST) (Shareholders are to ensure that
the South African Transfer Secretary has received the instruction and if
they are posting they must factor posting delays)
Last day to trade in Rights for Shareholders trading on Exchanges Tuesday, 11 February
Listing and trading of New Shares on the Exchanges Wednesday, 12 February
Certificated Shareholders wishing to renounce or subscribe for all or Friday, 14 February
part of their Rights must lodge their Form of Instruction together with
payment or proof of payment with the Transfer Secretaries by 11:00
(CET)/12:00 (SAST)
2020
Second Record Date and closing date for acceptances under Rights Friday, 14 February
Offer on the Exchanges at 11:00 (CET)/12:00 (SAST)
Participants or brokers appointed by Qualifying LuxSE Shareholders Friday, 14 February
that are Dematerialised Shareholders and located in Restricted
Territories and who do not qualify as Permitted Restricted Territory
Shareholders must contact the Luxembourg Transfer Secretaries by no
later than 11:00 (CET)/12:00 (SAST)
Delivery of New Shares to Shareholders Monday, 17 February
New Shares credited to Dematerialised Shareholders’ broker, Monday, 17 February
Participant or CSDP accounts and share certificates posted to
Certificated Shareholders (see note 8) by no later than
Results of the Rights Offer released on SENS and the LuxSE website Monday, 17 February
Dematerialised Shareholders’ accounts updated and debited by their Wednesday, 19 February
CSDP or Broker (in respect of successful excess applications)
Share certificates distributed to Certificated Shareholders in respect of Wednesday, 19
successful applications for Excess New Shares February
Refund payments (if any) in respect of unsuccessful applications by Wednesday, 19 February
Certificated Shareholders for Excess New Shares made or refund
cheques posted
Notes
(1) These dates and times are indicative only and subject to change. All dates are estimations based on current expectations of the
Company. 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.
(2) Shareholders in Restricted Territories are required to satisfy the Company, in its sole and absolute discretion, by no later than 27
January 2020, that their exercise, sale or renunciation of the Rights and/or subscription for New Shares would not result in the
contravention of any registration or other legal requirement in any jurisdiction may participate in the Rights Offer, failing which
the Rights will instead be sold by RMB, on a best efforts basis and the 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). Rights allocated to Participants or brokers appointed by Qualifying LuxSE
Shareholders that are Dematerialised Shareholders and located in Restricted Territories and who do not qualify as Permitted
Restricted Territory Shareholders will not be sold by RMB on a best efforts basis as set out in paragraph 1.9 of Part 7 (Rights Offer
Details) of this Circular and such Participants or brokers must contact the Luxembourg Transfer Secretaries by no later than 11:00
(CET)/ 12:00 (SAST) on 14 February 2020 in order to discuss alternative arrangements.
(3) Shares may not be transferred between Brait’s register of members and the South African sub-register between 21 January 2020
and 31 January 2020.
(4) Rights and Shares are transferable between the Luxembourg Rights Register and the South African sub-register and Brait’s register
of members and the South African sub-register, save as set out in note 3 above and note 6 below.
(5) Share certificates may not be dematerialised or rematerialised between 29 January 2020 and 31 January 2020, both days inclusive.
(6) Rights may not be transferred between Brait’s register of members and the South African sub-register after 11 February 2020.
(7) CSDP’s or brokers (in respect of Qualifying JSE Shareholders) or Participants (in respect of Qualifying LuxSE Shareholders) must
effect payment in respect of Dematerialised Shareholders on a delivery versus payment basis.
(8) New Shares will only be delivered pursuant to the Rights Offer on 17 February 2020.
(9) Share certificates will be posted, and refund payments will be made, at the risk of Qualifying Shareholders who are Certificated
Shareholders (or their renouncees).
7. Rights Offer Circular
It is anticipated that the Circular and a Form of Instruction will be published on the Company’s website
at http://brait.investoreports.com/investor-relations/results-and-reports/ on 27 January 2020 and posted
to Qualifying Certificated Shareholders on Thursday, 30 January 2020.
All conditions precedent to the Rights Offer have been fulfilled and the Rights Offer will proceed on the
terms and in accordance with the timetable as set out in the Circular.
San Gwann, Malta
21 January 2020
For further information please contact: invest@brait.com
Brait´s primary listing is on the Euro MTF market of the Luxembourg Stock Exchange and its secondary
listing is on the exchange operated by the JSE Limited.
Financial advisor and Sponsor to Brait:
Rand Merchant Bank, a division of FirstRand Bank Limited
International Legal advisor to Brait:
Linklaters LLP
South African Legal advisor to Brait:
DLA Piper Advisory Services Proprietary Limited
Important Notice and Disclaimer
The release, publication or distribution of this 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.
Neither this announcement nor the Rights Offer constitutes an ‘‘offer to the public’’ in South Africa in
terms of the South African Companies Act No. 71 of 2008, as amended.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), or under the securities legislation of any state or other
jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan.
The securities referred to herein may not be offered or sold in 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 has been and will be no public offering of the securities referred to herein in the United
States.
This announcement is only being distributed to and is only directed at: (i) persons who are outside the
United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (iii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order; or (iv) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The
Rights and New Shares are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such rights offer shares will be engaged in only with, Relevant Persons.
Any person who is not a Relevant Person should not act or rely on this announcement or any of its
contents.
In any member state of the European Economic Area (other than the United Kingdom) that has
implemented Regulation (EU) 2017/1129 (the "Prospectus Regulation"), this announcement is only
addressed to and is only directed at qualified investors in that member state within the meaning of the
Prospectus Regulation.
This announcement contains forward-looking statements that are based on current expectations or
beliefs, as well as assumptions about future events. Forward-looking statements often use words such
as such as "target", "believe", "expect", "may", "estimate", "plan", "will", "would", "could" and any other
words and terms of similar meaning or the negative thereof. Undue reliance should not be placed on
any such statements because they speak only as at the date of this announcement and, by their very
nature, they are subject to known and unknown risks and uncertainties and can be affected by other
factors that could cause actual results, and Brait's plans and objectives, to differ materially from those
expressed or implied in the forward-looking statements. Forward-looking statements speak only as at
the date of this announcement, and Brait expressly disclaims any obligations or undertaking to release
any update of, or revisions to, any forward-looking statements in this announcement.
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.
Date: 21-01-2020 10:55:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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