BIH Exchangeable bonds

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Salient terms for BIH’s Exchangeable bonds post recapitalisation

Brait Investment Holdings (100% owned Mauritian based subsidiary of Brait PLC)
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 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 2024 Exchangeable Bond 450 KB