Revolving Credit Facility

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Brait’s revolving credit facility held by its subsidiary Brait Mauritius Limited (the “BML RCF”) is secured on a senior basis by the assets of BML

Key Terms  
Facility Commitment • R6.3bn with tenure to 28 February 2023 (3-years)
• Facility commitments to reduce by agreed % of proceeds received from portfolio company disposals and refinancings
• All proceeds must be mandatorily prepaid to the facility
Margin • Margin for facility will be 460 bps on JIBAR, payable quarterly with a right to rollup
• The margin is subject to downward margin ratchet based on total commitments as Brait de-gears:
    • 60bps reduction whilst commitments <= R5.25bn
    • Further 40bps reduction whilst commitments <= R3.5bn
    • Further 40bps reduction whilst commitments <= R2.0bn
Covenants Covenants are NAV based and set with sufficient headroom for short term volatility
As at 31 Mar 2021  
Facility Commitment(1) • Following the capital repayments during the year, the facility commitment has decreased to R4.4bn
Margin • Interest margin has reduced to 400 bps on JIBAR, payable quarterly with a right to rollup
Post Balance Sheet reporting date(1)  
Facility Commitment(1) • Brait has signed a term sheet with its Lenders and is in the process of concluding the requisite legal agreements to
   increase the limit of its BML RCF from the current amount of R4.4 billion to R5 billion
• With effect 1 July 2022, limit on the BML RCF will revert to a maximum of R4 billion for the remaining tenure to
  28 February 2023
Margin • The initial interest margin on the increased facility is the 3-month JIBAR plus 5%
• Additional pricing ratchets to apply depending on the level drawn
(1) As announced at the time, following the sanctioning of the Virgin Active UK Restructuring Plan, Brait, drawing on its BML RCF, advanced its pro-rata 80% share (£16m) of the total £20m shareholder post-implementation facility to Virgin Active UK on 12 May 2021, taking the drawn balance on the BML RCF to R3.7bn. In addition, during June 2021, Brait agreed to provide its pro-rata 80% share (R600m) of the total R750m guarantee to Virgin Active South Africa’s (“VASA”) lending banks as part of the restructuring and extension of the existing VASA debt facilities. Such amount will be reserved from the available BML RCF.