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Brait SE (JSE:BAT) News - Rights offer finalisation announcement: fully committed R3 billion renounceable 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" or the "Group")
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO
US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
RIGHTS OFFER FINALISATION ANNOUNCEMENT: FULLY COMMITTED R3 BILLION RENOUNCEABLE
RIGHTS OFFER
1. Introduction
Brait shareholders ("Shareholders") are referred to the announcement released on the Stock Exchange
News Service ("SENS") of the JSE Limited ("JSE") and published on the website of the Luxembourg Stock
Exchange ("LuxSE") (together the "Exchanges") on Tuesday, 23 November 2021 entitled Rights Offer
declaration announcement: renounceable rights offer ("Rights Offer Declaration Announcement").
Terms defined in the Rights Offer Declaration Announcement have been used in this announcement.
2. Fully committed R3 billion Rights Offer
As announced in the Rights Offer Declaration Announcement, Brait has entered into an underwriting
agreement with the Underwriters pursuant to which they agreed to underwrite Exchangeable Bonds not
taken up in terms of the Rights Offer up to a collective maximum underwriting commitment of ZAR
941,400,000. It was also announced that Brait had secured irrevocable commitments from certain
shareholders to follow their Rights pursuant to the Rights Offer up to an aggregate amount of
ZAR1,769,418,000.
The board of Directors of Brait (the "Board") is pleased to announce that subsequent to the release of the
Rights Offer Declaration Announcement, further commitments of ZAR289,182,000 have now been secured
from major institutional shareholders to follow all of their Rights and/or to apply for excess Exchangeable
Bonds pursuant to the Rights Offer (the "Subsequent Shareholder Commitments"). As a result of the
Subsequent Shareholder Irrevocable Commitments, the Rights Offer of R3 billion is now fully committed
and underwritten. A summary of the final irrevocable undertakings by shareholders and underwriting
commitments by the Underwriters is shown below:
Shareholder No. of Exchangeable Value of
Bonds to be taken up commitments
Ethos Direct Investments GP (Pty) Ltd 170,661 ZAR170,661,000
Ethos Fund VII GP SA (Pty) Ltd 199,105 ZAR199,105,000
Titan Financial Services (Pty) Ltd or a nominee
entity in the Titan group of companies 847,434 ZAR847,434,000
Total for strategic shareholders 1,217,200 ZAR1,217,200,000
Major institutional shareholders 552,218 ZAR552,218,000
Total irrevocable undertakings obtained prior to 1,769,418 ZAR1,769,418,000
Declaration Date
Underwriting commitments: Titan, RMB and EPE 941,400 ZAR941,400,000
Subsequent Shareholder Irrevocable Commitments 289,182 ZAR289,182,000
Total 3,000,000 ZAR3,000,000,000
3. JSE approval of the Listing and finalisation of the Rights Offer
The Board is pleased to confirm that the JSE has approved the Listing. As such, all conditions precedent
to the Rights Offer have been fulfilled and the Rights Offer, as finalised, will proceed on the terms and in
accordance with the timetable as set out in the Rights Offer Declaration Announcement and detailed in the
Rights Offer Circular.
In connection with the issue of the Exchangeable Bonds and the Listing, BIH will publish a combined:
- "registered prospectus", prepared in accordance with the applicable requirements of the South
African Companies Act and Companies Regulations; and
- placing document prepared in accordance with the applicable JSE Debt Listings Requirements,
("Prospectus").
Following registration with the Companies and Intellectual Properties Commission, the Prospectus is
expected to be published on the Company’s website at http://brait.investoreports.com/investor-
relations/results-and-reports/ on Monday, 29 November 2021 and will accompany the Rights Offer
Circular to be posted to qualifying certificated Shareholders on Thursday, 2 December 2021.
Port Louis, Mauritius
25 November 2021
For further information please contact: invest@brait.com
Brait’s primary listing is on the Euro MTF market of the LuxSE and its secondary listing is on the exchange
operated by the JSE Limited.
Financial Advisor, Arranger and Sponsor to Brait:
Rand Merchant Bank, a division of FirstRand Bank Limited
International Counsel to Brait:
Linklaters LLP
Mauritian Counsel to Brait
Eversheds Sutherland
South African Counsel to Brait:
DLA Piper Advisory Services Proprietary Limited
South African Counsel to Brait on the Exchangeable Bonds
Webber Wentzel
South African Counsel to the Financial Advisor and Arranger
Bowman Gilfillan
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.
This announcement (the "Announcement") is restricted and is not for release, publication or distribution, in whole or in part, directly or
indirectly, to U.S. persons (as defined in Regulation S under the Securities Act of 1933 (the "Securities Act”)) or in or into the United States
of America, Australia, Canada, Japan 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, the Exchangeable Bonds and the ordinary shares of Brait to
be issued upon exchange of the Exchangeable Bonds in certain jurisdictions may be restricted by law. The Rights, the Exchangeable Bonds
and the ordinary shares of Brait to be issued upon exchange of the Exchangeable Bonds 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, the Exchangeable Bonds and the ordinary shares of Brait to be issued upon exchange of the Exchangeable Bonds have not
been and will not be registered under the United States Securities Act, and subject to certain exceptions, may not be offered or sold within
the United States or to, or for the account of benefit of, U.S. persons (as defined in Regulation S under the Securities Act). There will be no
public offer of the Rights, the Exchangeable Bonds and the ordinary shares of Brait to be issued upon exchange of the Exchangeable
Bonds in the United States of America or in any other jurisdiction.
This announcement and the offering when made are only addressed to, and directed in, the United Kingdom and Member States of the
European Economic Area (the "EEA") at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("qualified
investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and Regulation (EU)
2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA").
In addition, in the United Kingdom, this announcement is only being distributed to and is only directed at: (i) qualified investors who have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii) qualified investors falling within Article 49(2)(a) to (d) of the Order; and
(iii) qualified investors to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant
Persons"). This announcement 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
announcement relates is available only to (a) Relevant Persons in the United Kingdom and will be engaged in only with relevant persons in
the United Kingdom and (b) qualified investors in Member States of the EEA.
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.
The Exchangeable Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means (A) in the EEA, a person
who is one (or more) of: (i) a retail client as defined in Point (11) of Article 4(1) of MiFID II, or (ii) a customer within the meaning of Directive
(EU) 2016/97, where that customer would not qualify as a professional client as defined in Point (10) of Article 4(1) of MiFID II and (B) in
the United Kingdom, a person who is one (or more) of (I) a retail client, as defined in Point (8) of Article 2 of Regulation (EU) No. 2017/565
as it forms part of the United Kingdom domestic law by virtue of the EUWA or (II) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 of the United Kingdom (the "FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in Point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. Consequently, no Key Information
Document is required by Regulation (EU) No. 1286/2014, as amended (the "PRIIPS Regulation") or the PRIIPS Regulation as it forms part
of United Kingdom domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Rights and/or the
Exchangeable Bonds or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and
therefore offering or selling the Exchangeable Bonds or otherwise making them available to any retail investors in the EEA or the United
Kingdom may be unlawful under the PRIIPS Regulation and/or the UK PRIIPS Regulation.
This announcement contains forward-looking statements with relation to the proposed Rights Offer, including its terms, expected timetable
and principal events, the rationale for the Rights Offer, irrevocable undertakings, the Exchangeable Bonds and their terms, and the
publication of the rights offer circular and prospectus. Forward-looking statements are sometimes, but not always, identified by their use of
a date in the future or such words as "will", "anticipates", "aims", "could", "may", "should", "expects", "believes", "intends", "plans", "prepares"
or "targets" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the
future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied
by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Brait, any member of the Brait
group, the Underwriters or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No
assurances can be given that the forward-looking statements in this document will be realised. Any forward-looking statements are made
of the date of this announcement. Brait does not assume any obligation to update any forward-looking statements made beyond statutory
disclosure obligations.
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 Shares, Exchangeable Bonds 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.
RMB is acting exclusively for the Company and no-one else in connection with the Proposed Transaction. They will not regard any other
person as their respective clients in relation to the Proposed Transaction and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor for providing advice in relation to the Proposed Transaction, the contents
of this announcement or any transaction, arrangement or other matter referred to herein.
Neither RMB nor any of its directors, officers, employees, advisers or agents makes any representation or warranty, express or implied, as
to the accuracy, completeness or verification of the information set forth in this announcement, and nothing contained in this announcement
is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Neither RMB nor any of its
respective directors, officers, employees, advisers or agents accepts any responsibility for its accuracy, completeness or verification and,
accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in
respect of this announcement or any such statement.
Date: 25-11-2021 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.
