BIH 2024 Exchangeable bond

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Salient terms for BIH’s ZAR 3 billion exchangeable bonds maturing on 3 December 2024

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
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 (3 years post issue)
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
Following the exchange of 1,396 BIH Exchangeable Bonds, 319,450 BIH Exchange Shares were listed and issued on 24 February 2022
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
South African Law

(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