Wrap Text
Declaration 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE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.
DECLARATION 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 announcement published on the Euro MTF
market of the Luxembourg Stock Exchange ("LuxSE"), the Stock Exchange News Service ("SENS") of
the securities exchange operated by the JSE Limited ("JSE") and the Official Market of the Stock
Exchange of Mauritius Limited ("SEM") on Thursday, 18 June 2026 in terms of which the Company
announced its intention to declare the Rights Offer.
Shareholders are hereby advised that Brait intends to launch the Rights Offer of ordinary no par value
shares in Brait as contemplated in a Rights Offer circular to be published on Brait's website
(https://www.brait.com/) on Monday, 20 July 2026 ("Rights Offer Circular").
SALIENT TERMS OF THE RIGHTS OFFER
Brait intends to raise gross proceeds of ZAR2,500,000,000 through an offer of renounceable 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") to Shareholders (excluding
Shareholders resident or located in certain restricted jurisdictions) who are recorded in the register on
the record date for the Rights Offer ("Qualifying Shareholders"), being Friday, 24 July 2026 ("Record
Date").
The Rights Offer will be made by way of the issue of nil paid renounceable rights to Qualifying
Shareholders ("Rights") to subscribe for Rights Offer Shares at the offer price per Rights Offer Share
of ZAR1.51000 (ZAc.151) ("Offer Price"). Upon issue, the Rights Offer Shares will rank pari passu with
all other Brait ordinary shares.
The final terms of the Rights Offer, including the confirmation of the ratio of Rights Offer Shares offered
for every existing share held, will be announced by Brait on SENS on the finalisation date for the Rights
Offer, expected to be Thursday, 16 July 2026.
RATIONALE FOR THE RIGHTS OFFER
Post implementation of the Rights Offer, as a key step to facilitate the Group's value unlock strategy,
Brait will redeem its Convertible Bonds ("Convertible Bond Redemption") for GBP138 million (PIK
adjusted par value plus accrued interest). During the previous financial year, Brait monetised part of its
stake in Premier Group Limited ("Premier Proceeds") raising ZAR1.8 billion through a market placing
of shares (ZAR1.0 billion) and a "cap and collar" structure (ZAR0.8 billion). The Rights Offer and the
Premier Proceeds, together with an increase in the existing Revolving Credit Facility (undrawn as at 31
March 2026), will fund the Convertible Bond Redemption and Brait's GBP108 million contribution to the
GBP175 million Virgin Active Capital Raise.
Post implementation of the transactions mentioned above, Brait will have significantly reduced its debt
obligations (ZAR1.1 billion BML RCF), removed the exchange rate risk of the GBP-denominated
Convertible Bonds and have three well capitalised businesses that are performing strongly and
appropriately positioned for exit optimisation or unbundling
As a consequence of the Convertible Bond Redemption, the period during which holders of
Exchangeable Bonds can exercise their rights to exchange their Exchangeable Bonds for Shares will
expire 5 business days prior to such final full redemption of the Convertible Bonds (the "Exchange
Period"). BIH intends to propose a resolution to the holders of Exchangeable Bonds to extend the
Exchange Period to 10 business days prior to the final maturity date of the Exchangeable Bonds, being
3 December 2027.
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.
EXCESS APPLICATIONS
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 Rights Offer 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.
CONDITIONS PRECEDENT TO THE RIGHTS OFFER
The implementation of the Rights Offer is subject to the following conditions precedent being fulfilled
or waived by Brait by Thursday, 16 July 2026 or such later date as may have been determined by the
Board:
• Shareholders approving the Rights Offer Shareholder Resolution at the EGM; and
• receipt of any required regulatory approvals, including but not limited to the approvals of the
LuxSE and the JSE.
SHAREHOLDER COMMITMENTS AND UNDERWRITING
The Company entered into an underwriting agreement with Titan Financial Services Proprietary Limited
("Titan") on 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.
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, 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.
Allan Gray (Pty) Ltd ("Allan Gray") has 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 committing to take up their
Rights a commission equal to 1% of the aggregate Offer Price (plus any applicable value added tax
thereon). The underwriting fee 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 Titan and the Additional Underwriters.
SALIENT DATES AND TIMES
The salient dates and times for the Rights Offer, which will also be set out in the Rights Offer Circular,
are set out below:
Events 2026
Record date for posting of the Rights Offer Circular 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 qualifying 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
websites
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.
TAXATION
The tax treatment of the purchase, subscription, renouncing, holding and disposal of the letters of
allocation or Rights Offer Shares in the hands of Shareholders is dependent on their individual
circumstances and the tax jurisdiction applicable to those Shareholders. No Shareholder should
construe the contents of this announcement or the Rights Offer Circular and the documentation
accompanying it as tax or other advice. Shareholders are advised to consult their tax and financial
advisors regarding any taxation implications pertaining to them regarding the acceptance of their
Rights in terms of the Rights Offer.
Securities transfer tax ("STT") of 0.25% of the applicable taxable amount is payable in respect of
every "transfer" of securities issued by a company incorporated in South Africa or a foreign company
with shares listed on the JSE. A "transfer" does not include the issue of a security or any event that
does not result in a change in beneficial ownership of a security. Accordingly, no STT is payable upon
the subscription for Rights Offer Shares.
OVERSEAS SHAREHOLDERS
Shareholders who have registered addresses in or who are resident in or located in, or who are citizens
of, countries other than South Africa should consider the restrictions set out in the disclaimer below and
the Rights Offer Circular and should consult their professional advisors to establish whether they require
any governmental or other consents or need to observe any other formalities to permit them to accept
the Rights Offer and enable them to take up their entitlements in terms of the Rights Offer.
Brait reserves the right to treat as invalid, and will not be bound to procure the issue of any Rights Offer
Shares in respect of, any acceptance or purported acceptance of the Rights or offer of Rights or Rights
Offer Shares where to do so would constitute a violation of the relevant laws or regulations of any
jurisdiction or require the Company to observe any other formalities or registration requirements.
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 posted to Certificated Shareholders on Thursday, 23 July 2026.
Port Louis, Mauritius
Tuesday, 14 July 2026
Brait's Ordinary Shares are primary listed and admitted to trading on 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 to 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, in 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, 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 and the 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 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 Rights Offer 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 Rights Offer 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 Rights Offer 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, 2008 ("Companies Act") or otherwise 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: 14-07-2026 12:30:00
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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