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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE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
Unless otherwise stated, capitalised terms used in this announcement have the same meanings given
in the Circular to Shareholders and Notice of Extraordinary General Meeting dated Thursday, 18 June
2026.
INTRODUCTION AND BACKGROUND
Brait shareholders ("Shareholders") are referred to the declaration announcement published on the
Stock Exchange News Service ("SENS") of the JSE Limited ("JSE"), the Euro MTF market of the
Luxembourg Stock Exchange ("LuxSE") and the Stock Exchange of Mauritius ("SEM") on Tuesday, 14
July 2026 relating to Brait's renounceable rights offer to Qualifying Shareholders ("Rights Offer") and
are advised that all conditions precedent to the Rights Offer have been fulfilled.
TERMS OF THE RIGHTS OFFER
Shareholders are advised that the Board has resolved to proceed with the Rights Offer to raise gross
proceeds of ZAR2,500,000,000 through an offer of renounceable rights ("Rights") which entitle
Qualifying Shareholders to subscribe for 1,655,629,139 Shares proposed to be issued by the Company
pursuant to the Rights Offer ("Rights Offer Shares") in the ratio of 0.42862 Rights Offer Shares for
every one existing Share held on Friday, 24 July 2026 being the record date ("Record Date"), at a price
of ZAR1.51000 (ZAc 151) 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.
The offer price is ZAR1.51000 (ZAc 151) per Rights Offer Share ("Offer Price"), which represents a
25% discount to the TERP based on the volume weighted average trade price for the five consecutive
dealing days ending on Monday, 15 June 2026. The Rights Offer Shares will constitute approximately
30% of the Company's post-Rights Offer ordinary share capital.
Shareholders may commence trading the Letters of Allocation from the commencement of business on
Wednesday, 22 July 2026 until the close of business on Tuesday, 4 August 2026, both days inclusive,
under the JSE code BATN and ISIN: MU0767S00014; and the Rights Offer Shares from
commencement of business on Wednesday, 5 August 2026.
SHAREHOLDER COMMITMENTS AND UNDERWRITING
The Rights Offer is fully committed and underwritten. The Company entered into an underwriting
agreement with Titan Financial Services Proprietary Limited ("Titan") on Wednesday, 17 June 2026
("Underwriting Agreement"), in terms of which Titan and its affiliated entities have irrevocably
undertaken to subscribe for all their respective entitlements to Rights Offer Shares pursuant to the
Rights Offer and to take up the balance of the Rights Offer Shares if they are not taken up by Qualifying
Shareholders, to an aggregate value of ZAR2,500,000,000, on the terms and subject to the conditions
contained in the Underwriting Agreement.
In accordance with the Underwriting Agreement, the Company invited additional Shareholders to
underwrite a portion of the ZAR2,500,000,000 as additional underwriters ("Additional Underwriters").
Each of the Additional Underwriters, being Coronation Asset Management (Pty) Ltd, Camissa Asset
Management (Pty) Ltd, ABAX Investments (Pty) Ltd and Two Valleys Ltd, have acceded to the
Underwriting Agreement before the accession cut-off date of 29 June 2026 ("Accession Cut-Off
Date"), each committing to follow all their Rights in terms of the Rights Offer and to underwrite such
portion of the Rights Offer Shares not taken up under the Rights Offer as is equal to their percentage
shareholding in Brait at the date of accession.
By the Accession Cut-Off Date Allan Gray (Pty) Ltd ("Allan Gray") provided an irrevocable commitment
in favour of Brait (subject to its mandates with its clients) to: (i) follow the Rights and subscribe for all
Rights Offer Shares to which it is entitled to on behalf of clients where Allan Gray has the discretion to
do so; and (ii) recommend to its clients to follow their Rights and subscribe for all Rights Offer Shares
to which they are entitled where Allan Gray does not have the discretion to do so on their behalf.
The Company has agreed to pay the Underwriters and other Shareholders who committed, by or
before the Accession Cut-Off Date, to take up their Rights a commission equal to 1% of the aggregate
Offer Price (plus any applicable value added tax thereon). The underwriting commission is, in the
opinion of the Board, not greater than the current market rate charged by underwriters for a
transaction of this nature.
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 Underwriters.
EXCESS APPLICATIONS
Shareholders whose Shares are held in Strate on the JSE and are recorded in Brait's sub-register in
Johannesburg as at the Record Date ("Qualifying JSE Shareholders") and their
successors/renouncees will be permitted to apply for Rights Offer Shares 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. The Excess Rights Offer Shares will be allocated equitably by the
Board to Qualifying Shareholders that make applications for such Excess Rights Offer Shares taking
cognisance of the number of Shares held by each applicant just prior to such allocation on the Record
Date, including those taken up as a result of the Rights Offer and the number of Excess Rights Offer
Shares applied for by such applicant.
FRACTIONAL ENTITLEMENTS
Fractions of Rights Offer Shares will not be issued. Where necessary, entitlements of 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
The salient dates and time for the Rights Offer, which will also be set out in the Rights Offer Circular,
are set out below:
Events 2026
Posting Record Date Friday, 10 July
Declaration date Tuesday, 14 July
Finalisation date Thursday, 16 July
Publication of Rights Offer Circular on the Company's website Monday, 20 July
Last day to trade to be eligible to participate in the Rights Offer Tuesday, 21 July
Shares trade ex-Rights on the JSE at 09:00 (SAST) Wednesday, 22 July
Listing of and trading in Rights under JSE code: BATN and ISIN: Wednesday, 22 July
MU0767S00014
Rights Offer Circular (enclosing the Election Form, US Investor Letter Thursday, 23 July
(as defined below) and JSE Form of Instruction) distributed to
Certificated Shareholders
Record Date Friday, 24 July
Rights Offer opens in South Africa at 09:00 (SAST) Monday, 27 July
(i) Qualifying JSE Shareholders that hold Dematerialised Shares on Monday, 27 July
the South African sub-register; (ii) Qualifying LuxSE Shareholders who
have delivered a duly completed Election Form indicating that they
wish to participate in the Rights Offer; and (iii) Permitted Restricted
Territory Shareholders who have delivered a duly completed Election
Form indicating that they wish to participate in the Rights Offer (and in
the case of qualified institutional buyers under Rule 144A of the US
Securities Act of 1933 who have delivered a duly completed US
Investor Letter by the Record Date), 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, 27 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, 27 July
Last day to trade in Letters of Allocation for Shareholders trading on Tuesday, 4 August
the JSE
Qualifying JSE Shareholders that hold Certificated Shares on the Tuesday, 4 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)
Listing and trading of the Rights Offer Shares on the JSE commences Wednesday, 5 August
09:00 (SAST)
Record date and closing date for acceptance under the Rights Offer at Friday, 7 August
12:00 (SAST)
Results of the Rights Offer released on SENS, the SEM and the LuxSE Tuesday, 11 August
website
Rights Offer Shares delivered in dematerialised form: (i) to Tuesday, 11 August
Dematerialised Shareholders' broker or CSDP; or (ii) in the case of
Certificated Shareholders, with Computershare Nominees (Pty) Ltd
accounts
Listing and trading of the Rights Offer Shares on LuxSE commences Wednesday, 12 August
09:00 (CET)
In respect of successful excess applications, Rights Offer Shares Thursday, 13 August
issued to Qualifying Shareholders (or their transferees)
Refund payments (if any) in respect of unsuccessful applications by Thursday, 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, 24 July 2026, 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 per Right sold will be remitted, net of brokerage
charges and associated expenses, in accordance with the information of such Shareholders on the Brait share register.
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 per Right sold will be remitted, net of brokerage charges
and associated expenses, in accordance with the information of such Shareholders on the Brait share register.
4. Shares may not be transferred between Brait's register of members in Luxembourg and the South African sub-register
between Tuesday, 14 July 2026 and Friday, 24 July 2026, 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 Wednesday, 5 August 2026 and on the LuxSE on Wednesday,
12 August 2026 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, 22 July 2026 and Friday,
24 July 2026, 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 Tuesday, 11 August 2026.
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 Monday, 20 July 2026. The Rights Offer Circular
(enclosing the JSE Form of Instruction in respect of Qualifying JSE Shareholders who hold Certificated
Shares, the Election Form in respect of Qualifying LuxSE Shareholders and certain Permitted Restricted
Territory Shareholders and the letter in respect of certain permitted US shareholders ("US Investor
Letter") will be distributed to Certificated Shareholders on Thursday, 23 July 2026.
Port Louis, Mauritius
Thursday, 16 July 2026
Brait's 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 SEM.
LuxSE Listing Agent:
Harney Westwood & Riegels SARL
Joint Financial Advisor and Transaction Sponsor to Brait:
Rand Merchant Bank, a division of FirstRand Bank Limited
Joint Financial Advisor to Brait:
The Standard Bank of South Africa Limited
SEM Authorised Representative and Sponsor:
Perigeum Capital Limited
South African Legal counsel Brait:
DLA Piper Advisory Services Proprietary Limited
South African counsel to the Joint Financial Advisors and Transaction Sponsor:
Bowmans
International Counsel to the Joint Financial Advisors and Transaction Sponsor:
Milbank LLP
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.
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 and the issue of Rights
Offer Shares in certain jurisdictions may be restricted by law. The Rights and the 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 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 Rights or 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 referred to in this announcement have not been, and will not
be registered under the U.S. Securities Act of 1933 ("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" as defined in paragraph 15 of Schedule 1 of the Public Offers and
Admission to Trading Regulations 2024 ("POATR") 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 ("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 71 of 2008 (as amended) or otherwise ("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, the Rights Offer Shares 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: 16-07-2026 09:30:00
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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