Wrap Text
Finalisation 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE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.
FINALISATION ANNOUNCEMENT IN RESPECT OF THE BRAIT RIGHTS OFFER
Brait shareholders ("Shareholders") are referred to the declaration announcement published on the
Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on Tuesday, 16 July 2024 relating
to Brait's renounceable rights offer to Qualifying Shareholders ("Rights Offer") and are advised that all
suspensive conditions to the Rights Offer have been fulfilled.
Unless otherwise stated, capitalised terms used in this announcement have the same meanings given
in the Rights Offer circular to Shareholders dated Thursday, 18 July 2024 ("Rights Offer Circular").
TERMS OF THE RIGHTS OFFER
Shareholders are advised that the board of directors of the Group (the "Board") has resolved to proceed
with the Rights Offer to raise, in the aggregate, gross proceeds of ZAR1.5 billion. The Rights Offer is
fully committed and underwritten. Titan Financial Services Proprietary Limited ("Titan" or
"Underwriter") and its affiliated entities have irrevocably undertaken to subscribe for all their respective
entitlements pursuant to the Rights Offer, having an aggregate value of ZAR429,949,508, at the Offer
Price and Titan, as underwriter, has agreed to underwrite 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 under the Rights Offer, subject to the conditions contained in an underwriting
agreement entered into between the Company and the Underwriter dated, 31 May 2024 ("Underwriting
Agreement").
Brait intends to raise gross proceeds of ZAR1.5 billion through an offer of renounceable rights (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 ("Right Offer Shares") in the ratio
of 1.92558 Rights Offer Shares for every one Existing Share held on the Record Date, at a price of ZAc
59.0 per Rights Offer Share, (excluding Shareholders resident or located in the restricted jurisdictions
to be set out in the Rights Offer Circular) on the Record Date, being Friday, 26 July 2024 ("Ratio of
Entitlement").
The Offer Price has been underwritten at ZAc 59.0 per Rights Offer Share, which represents a 25%
discount to the Share's TERP based on the VWAP for the 5 consecutive dealing days preceding the 3
June 2024 publication of the announcement of the Recapitalisation. The Rights Offer Shares will
constitute approximately 65.8% of the Company's post-Rights Offer ordinary share capital.
Shareholders may commence trading the Rights from the commencement of business on Wednesday,
24 July 2024 until the close of business on Monday, 5 August 2024, both days inclusive, under the JSE
code BATN and ISIN: MU0767S00006; and the Rights Offer Shares from commencement of business
on Tuesday, 6 August 2024.
SHAREHOLDER COMMITMENTS AND UNDERWRITING
In terms of the 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.
The remainder of the Rights Offer is underwritten by Titan, subject to customary terms and conditions.
The Rights Offer has therefore been de-risked.
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 ("Excess Rights Offer Shares"), should there be
Excess Rights Offer Shares available for allocation. Such Excess Rights Offer Shares will be allocated
equitably, taking into consideration the number of Shares held by the Qualifying Shareholder that
applies for Excess Rights Offer Shares prior to such allocation, including Rights Offer Shares taken up
as a result of the Rights Offer, and the number of Excess Rights Offer 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.
FRACTIONAL ENTITLEMENT
Only whole numbers of Rights Offer Shares will be issued to Qualifying Shareholders. The allocation of
Rights Offer Shares will be such that Qualifying Shareholders will not be allocated a fraction of a Rights
Offer Share and, accordingly, entitlements to Rights Offer Shares of 0.5 or greater will be rounded up
and less than 0.5 will be rounded down to the nearest whole number.
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 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. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Share certificates may not be dematerialised or rematerialised between Wednesday, 24 July 2024 and Friday, 26
July 2024, both days inclusive.
7. CSDP's or brokers (in respect of Qualifying Shareholders) must effect payment in respect of Dematerialised
Shareholders on a delivery versus payment basis.
8. Rights Offer Shares will only be delivered pursuant to the Rights Offer on Monday, 12 August 2024.
RIGHTS OFFER CIRCULAR
Further details of the Rights Offer are disclosed in the Rights Offer Circular available on Brait's website
(https://www.brait.com/) today 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
Thursday, 18 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, JSE Equity and Debt 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.
This Announcement is restricted and is not for release, publication or distribution, in whole or in part,
directly or indirectly, 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 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: 18-07-2024 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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