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BRAIT SE - Results announcement regarding Braits ZAR5.6 billion Equity Capital Raise

Release Date: 17/02/2020 17:30
Code(s): BAT     PDF:  
Wrap Text
Results announcement regarding Brait’s ZAR5.6 billion Equity Capital Raise

Brait SE
(Registered in Malta as a European Company)
(Registration No.SE1)
Share code: BAT ISIN: LU0011857645
Bond codes: WKN: A1Z6XC ISIN: XS1292954812 and WKN: A2SBSU ISIN: XS2088760157
LEI code: 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.

RESULTS ANNOUNCEMENT REGARDING BRAIT’S ZAR5.25 BILLION FULLY COMMITTED AND UNDERWRITTEN
RIGHTS OFFER AND ZAR0.35 BILLION TOP-UP SUBSCRIPTION

1.     Introduction

Unless otherwise stated, capitalised terms used in this announcement have the same meaning as given in the
Rights Offer Circular published on Monday, 27 January 2020.

Shareholders are referred to the announcement released on SENS and the website of the LuxSE on Tuesday,
21 January 2020 declaring that the Company was to undertake:

       -    a fully committed and underwritten, renounceable rights offer on a pre-emptive basis to Qualifying
            Shareholders at the Offer Price to raise in aggregate ZAR5.25 billion; and
       -    a potential non-pre-emptive specific issue of ordinary shares issued at the Offer Price to raise in
            aggregate ZAR0.35 billion

(collectively, the Equity Capital Raise).

2.     Results of the Rights Offer

The Rights Offer closed at 11:00 (CET)/12:00 (SAST) on Friday, 14 February 2020 and the Board advises that Brait
has successfully raised ZAR5.25 billion in terms of (i) New Shares taken up by Shareholders (or their renouncees)
that followed their Rights and subscribed for New Shares and (ii) Excess New Shares allocated to Qualifying
Shareholders pursuant to excess applications. The results of the Rights Offer are set out below:

                                                                        Number of New       Percentage of New
                                                                               Shares                  Shares


     New Shares available for subscription                                 795,454,545                   100%

     Aggregate subscription for New Shares                                 791,382,544                  99.5%

     Applications for Excess New Shares                                    191,409,966                  24.1%
     
     Excess New Shares allocated                                             4,072,001                   0.5%

     New Shares allocated pursuant to Underwriting Agreement                         0                   0.0%


As the Rights Offer was fully subscribed after taking into account excess applications received, the Underwriters
were not required to subscribe for any New Shares in terms of the Rights Offer.

3.     Issue of New Shares

Share certificates are to be posted to Certificated Shareholders who followed their Rights on Monday, 17
February 2020. The custody accounts with CSDPs or brokers of Dematerialised Shareholders who have followed
their Rights (or their renouncees) were credited with their New Shares and debited with the relevant subscription
price on Monday, 17 February 2020.

4.     Excess applications

Brait received applications for 191,409,966 Excess New Shares of which 4,072,001 Excess New Shares were
allocated resulting in 187,337,965 applications, equivalent to approximately ZAR1.24 billion, not being allocated.
Excess New Shares were allocated on a pro rata basis to Qualifying Shareholders who applied for Excess New
Shares by taking into account the number of Shares held by the Qualifying Shareholder prior to the Rights Offer
and the number of New Shares taken up pursuant to the Rights Offer.

The custody accounts with CSDPs or brokers of Dematerialised Shareholders who made applications for Excess
New Shares will be credited with the Excess New Shares and debited with the relevant subscription price on
Wednesday, 19 February 2020. Consequently, such Dematerialised Shareholders should ensure that their
custody accounts with their CSDPs or brokers are funded accordingly and timeously in order to be issued with
their Excess New Shares pursuant to their excess applications.

Share certificates will be posted to Certificated Shareholders who obtained Excess New Shares on Wednesday,
19 February 2020.

Refund payments in respect of unsuccessful applications for Excess New Shares will be made to the relevant
applicants on or about Wednesday, 19 February 2020.

5.     Top-Up Subscription

Pursuant to the Rights Offer, the Ethos Underwriters have subscribed for New Shares to the aggregate value of
ZAR1 billion via Rights renounced to the Ethos Underwriters by Titan. In addition, pursuant to the Underwriting
Agreement, the Ethos Underwriters committed to underwrite New Shares not taken up under the Rights Offer
to the aggregate value of ZAR350 million. Given that the Ethos Underwriters did not subscribe for New Shares
pursuant to their underwriting commitment in the Rights Offer, Brait has undertaken a non-pre-emptive specific
issue of 53,030,303 New Shares to the Ethos Underwriters having a value at the Offer Price of ZAR350 million,
by way of the Top-Up Subscription. The New Shares relating to the Top-Up Subscription were issued to Ethos on
Monday, 17 February 2020.

Any Shares acquired by the Ethos Underwriters 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.

6.     Issued share capital post the Equity Capital Raise
Following the Equity Capital Raise, Brait’s number of issued shares (excluding treasury shares) has increased from
471,507,956 to 1,319,992,804. This excludes the 54,091,259 Treasury Shares which are in the process of being
cancelled pursuant to the resolution passed at the EGM on 14 January 2020.


San Gwann, Malta
17 February 2020

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.

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 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: 17-02-2020 05:30:00
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