| An investment and administration services agreement with BML, the main investment company in the Brait group of companies, sets out the terms by which the contracted Investment Advisor provides the requisite accounting, administration, corporate finance, investment advisory, investor relations and general corporate secretarial services to Brait on a non-discretionary basis. |
| |
| Up to 31 March 2023, Ethos Private Equity Proprietary Limited (“EPE”) had served as the contracted investment advisor to Brait since 1 March 2020. As of 1 April 2023, Ethos merged its operations into those of TRG. Rohatyn Management South Africa Proprietary Limited (“TRG Africa”), a licenced financial services provider, assumed responsibility as the sole investment advisor to Brait. However, with effect from October 2025, the partners of TRG Africa acquired the entity from TRG and reestablished it under the Ethos brand as Ethos Management Company Proprietary Limited (“Ethos”). |
| |
To align the interests of shareholders and the investor advisor in delivering Braits's strategy: |
| • |
The Advisory Agreement service fee of R50 million approved for FY26 and FY25 will apply annually, subject to a three-month notice period, until such time the Board, at its discretion, considers Brait’s remaining investment portfolio to be substantially realised or unbundled to Shareholders. Thereafter, to conclude Brait’s winding up a revised service fee of R1.5 million per month will take effect from the start of the following quarter; |
| • |
The discontinuation of the annual short-term incentive (“STI”) together with the five-year structured Long-Term Incentive Plan (“LTIP”) that was approved by Shareholders in October 2020; and |
|
| |
| In March 2024, the Board approved an incentive mechanism for the Investment Advisor, capped, at the Board’s discretion at R50 million (the equivalent of one year’s management fee), and which is based on sharing value uplift of the growth in market capitalisation on a diminishing scale from 1.50% to 1.10% as Brait’s market capitalisation increases. This was referenced to a starting market capitalisation of R3.6 billion (reference share price of R1.80 applied to 2.006 billion shares in issue, which assumes the BIH Exchangeable Bonds have been exchanged into their 686.2 million shares). The parameters will be adjusted for corporate events such as the declaration of ordinary and special dividends, share buybacks, rights issues and asset unbundlings. The incentive fee will be based on the value of the assets upon the wind down of Brait and once the quantum of the incentive has been determined by the Board, such amount will be cash settled by BML. |
| |
| In August 2024, the reference share price was adjusted to R1.05 to cater for the following: |
| • |
2.542 billion shares were issued from the Rights Offer resulting in proceeds amounting to R1.5 billion; and |
| • |
The Exchange Price for the BIH Exchangeable Bonds has been adjusted to R2.21. |
|
