BIH Exchangeable bonds

Salient terms for BIH’s Exchangeable bonds post recapitalisation

Issuer

•	Brait Investment Holdings (100% owned Mauritian based subsidiary of Brait PLC)

Instrument⁽¹⁾

•	Senior Unsecured Exchangeable Bonds due 3 December 2027, exchangeable into Brait PLC ordinary shares, at the Exchange Price (see below)

Cash Paydown

•	Repayment of R750m of the principal at par plus accrued interest

Coupon

•	Coupon increases from 5.0% to 5.75% (cash) and 0.25% (PIK)

Exchange Price

•	No change in the number of shares underlying the BIH Exchangeable Bonds prior to the Rights Offer (686m)
•	R750m repayment of the principal amount results in a reduction in the effective strike price from R4.37 to R3.28
•	Further adjusted to R2.21 following the Rights OfferingExchange

Share Settlement

•	Share settlement at option of the Issuer any time in final 270 days prior to maturity

Permitted Distributions

•	R150m for Convertible Bond paydown as part of Recapitalisation
•	£10.7m per annum to settle the semi annual coupons on the Convertible Bonds

Additional Undertakings

•	BIH Exchangeable Bondholders have the right to match Convertible Bond financing proposal in case one is forthcoming followinga BIH Exchangeable Bond Event of Default and subsequent acceleration

Ranking and priority

•	BIH Exchangeable Bonds are structurally senior to the Convertible Bonds, but subordinated versus the existing BML RCF
•	Any BIH cashflows from disposals (“Special Dividends”) first offered to BIH Exchangeable BondholdersRanking

(1) The inward listed exchangeable bond on the JSE is classified as ‘foreign’ with the nominal value marked off against the institutional investors’ respective prudential limits.

Terms & Conditions

Terms & Conditions – BIH Exchangeable Bond

Exchange Price Adjustment – July 2024

Capitalised terms not otherwise defined below shall have the meaning given to them in the terms and conditions of the BIH Exchangeable Bonds (the “Conditions”).

Brait shareholders are referred to the announcement released on the Stock Exchange News Service of the Johannesburg Stock Exchange and published on the websites of the Luxembourg Stock Exchange as well as the Stock Exchange of Mauritius on 3 June 2024 relating to its interconditional recapitalisation transaction.

As a result of the partial redemption of the Exchangeable Bonds in the aggregate amount of ZAR750,000,000 (plus any associated accrued interest) to be effected by way of a reduction in the nominal value of each Exchangeable Bond from ZAR1,000 each to ZAR750 each, pursuant to condition 6(c) of the Conditions, the Exchange Price applicable upon the exercise of rights to exchange Exchangeable Bonds for Shares will be adjusted from ZAR4.3700 to ZAR3.2775, which will be further reduced post the Rights Offer to ZAR2.21.