Brait PLC » BIH Exchangeable bonds

Salient terms for BIH’s Exchangeable bonds ^[1]

Issuer

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

Instrument⁽¹⁾

•	R2,119,497,750 Senior Unsecured Exchangeable Bonds due 3 December 2027, exchangeable into Brait PLC ordinary shares, at the Exchange Price (see below)

Cash Paydown

•	Recapitalisation repayment of R750m as well as subsequent buybacks and cancellations amounting to R130m

Coupon

•	5.75% (cash) and 0.25% (PIK)

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”) at an Exchange Price of R2.03

•

Exchange Period is from 42 days after the issue date until the earlier of:

–	5 London business days prior to Full settlement of the Convertible Bond; or
–	5 London business days prior to 4 December 2027

•

Anti-dilution provisions apply

Share Settlement

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

Redemption

•	At maturity, the Issuer may redeem the BIH Exchangeable Bonds at PIK adjusted Principal amount (together with accrued and unpaid interest) or by delivery of the BIH Exchange Shares (at prevailing market value) and cash totaling the PIK Adjusted 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 PIK adjusted Principal amount (together with accrued and unpaid interest)

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 Bondholders

Listing

•	Instrument listed on 14 December 2021 on the Main Board of the JSE, and on the SEM on 11 May 2022

(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 ^[1]

Terms & Conditions – BIH Exchangeable Bond

^[2]

Exchange Price Adjustment – July 2024 ^[1]

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.

Exchange Price Adjustment – July 2026 ^[1]

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 18 June 2026 relating to its fully underwritten rights issue of up to 1,655,629,139 new Ordinary Shares which went ex-rights on 22 July 2026 (the “Rights Issue”).

With effect from 22 July 2026 and as a result of the Rights Issue, pursuant to Condition 6(c)(iv), the Exchange Price applicable upon the exercise of rights to exchange BIH Exchangeable Bonds for Shares has been adjusted from ZAR2.21 to ZAR2.03.