| Issuer |
| • |
Brait Investment Holdings (100% owned Mauritian based subsidiary of Brait PLC) |
|
| Instrument(1) |
| • |
Senior Unsecured Exchangeable Bonds due 2024, exchangeable into Brait PLC ordinary shares, at the Exchange Price (see below) |
|
| Use of Funds |
| • |
Partial repayment of existing BML RCF |
|
| Principal |
| • |
ZAR 3,000 million (R2,998.6 million outstanding following the exchange of 1,396 Exchangeable Bonds in February 2022) |
|
| Exchange terms |
| • |
Subject to the Terms and Conditions, exchangeable into fixed number of Brait PLC ordinary shares at the holder’s election during the Exchange Period (“BIH Exchange Shares”) |
| • |
Exchange Price of R4.37 set at a 5% discount to the 5-business day VWAP of a Brait PLC Ordinary Share listed on the JSE prior to the announcement of the launch of the Exchangeable Bonds |
| • |
Exchange Period is from 42 days after the issue date until the earlier of: |
| |
| – |
5 business days prior to Full settlement of the 2024 Convertible Bond; or |
| – |
5 business days prior to Final Maturity Date of 2024 Convertible Bond |
|
| • |
Anti-dilution provisions apply |
|
| Coupon |
| • |
5.0% p.a. paid in cash semi-annually |
|
| Redemption |
| • |
At maturity, the Issuer may redeem the BIH Exchangeable Bonds at par (together with accrued and unpaid interest) or by delivery of the BIH Exchange Shares (at prevailing market value) and cash totaling the Principal amount in value |
| • |
The Issuer has a Shareholder Event Redemption Option and Clean-up Call Option for early redemption of the BIH Exchangeable Bonds at par (together with accrued and unpaid interest) |
|
| Ranking and priority |
| • |
BIH Exchangeable Bonds are structurally senior to the 2024 Convertible Bonds, but subordinated versus the existing BML RCF |
| • |
Any BIH cashflows from disposals (“Special Dividends”) first offered to BIH Exchangeable Bondholders |
|
| Listing |
| • |
Instrument listed on 14 December 2021 on the Main Board of the JSE, and on the SEM on 11 May 2022 |
|
| Redemption date |
| • |
Final Maturity Date of 3 December 2024 |
|
| Governing law |
|
