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 Brait Mauritius 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 duringthe Exchange Period (“Exchange Shares”)
Exchange Price 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 Existing Convertible Bond; or
5 business days prior to Final Maturity Date of Existing 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 Exchangeable Bonds at par (together with accrued and unpaid interest) or by delivery of the 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 Exchangeable Bonds at par (together with accrued and unpaid interest)
Ranking and priority
BIH Exchangeable Bond will be structurally senior to the Existing Convertible Bond, but subordinated versus the existing BML revolving credit facility
Any BIH cashflows from disposals (“Special Dividends”) first offered to BIH Exchangeable Bondholders
Listing
Instrument listed on JSE(2)
Redemption date
Final Maturity Date (3 years post issue)
Governing law
South African Law

(1) The inward listed exchangeable bond on the JSE will be classified as ‘foreign’ with the nominal value marked off against the institutional investors’ respective prudential limits.
(2) Instrument will in due course be secondary listed on the Mauritius Stock Exchange.
(3) The above summary terms are indicative of the Exchangeable Bond terms and conditions set out in the prospectus.

Terms & Conditions

Terms & Conditions – BIH 2024 Exchangeable Bond 450 KB