Publication of rights offer circular to shareholders
(Registered in Mauritius as a Public Limited Company)
(Registration No. 183309 GBC)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A2SBSU ISIN: XS2088760157
("Brait" or the "Company")
PUBLICATION OF RIGHTS OFFER CIRCULAR TO SHAREHOLDERS
Terms defined in the Rights Offer declaration announcement published on the website of the
Luxembourg Stock Exchange and released on the Stock Exchange News Service of the exchange
operated by the JSE Limited on 23 November 2021, have been used in this announcement.
Shareholders are referred to the announcements published on the website of the Luxembourg
Stock Exchange ("LuxSE") and released on the Stock Exchange News Service of the exchange
operated by the JSE Limited (the "JSE") on 23 November 2021 and on 25 November 2021 relating to
the proposed Rights Offer to Brait Shareholders to subscribe for Exchangeable Bonds to be issued by
Brait’s wholly-owned subsidiary, BIH, which Exchangeable Bonds will be listed on the Main Board of
the JSE and exchangeable into Brait ordinary shares ("Announcements").
Shareholders are advised that the Rights Offer Circular has been made available on the Company's
website at http://brait.investoreports.com/investor-relations/results-and-reports/ today, Monday, 29
November 2021. The Rights Offer Circular and a form of instruction will be posted to qualifying
certificated Shareholders on Thursday, 2 December 2021.
The salient dates and times applicable to the Rights Offer, also disclosed in the Rights Offer Circular
and Announcements, are set out in the table below.
Record Date on the Exchanges for Shareholders to be eligible to receive the Friday, 19 November
Rights Offer Circular
Declaration of Rights Offer announced on SENS on Tuesday, 23 November
Notice of extraordinary general meeting published on Tuesday, 23 November
Finalisation of Rights Offer announced on SENS by 11:00 (SAST) on Thursday, 25 November
Publication of Circular on the Company’s website on Monday, 29 November
Last day for Shareholders in Restricted Territories to certify to the Company Monday, 29 November
that they can participate in the Rights Offer
Last day to trade in Shares on the Exchanges for Shareholders to be eligible Tuesday, 30 November
to participate in the Rights Offer
Existing Shares trade ex-Rights on the JSE with effect from 09:00 (SAST) on Wednesday, 1 December
Listing of and trading in Rights under JSE code: BATN and ISIN: Wednesday, 1 December
MU0707S00002 with effect from 09:00 (SAST) on
Rights Offer Circular posted to Certificated Shareholders on Thursday, 2 December
First Record Date for the Rights Offer Friday, 3 December
Rights Offer opens at 09:00 (SAST) on Monday, 6 December
(i) Qualifying Shareholders that hold Dematerialised Shares on the South Monday, 6 December
African sub-register; (ii) Qualifying LuxSE Shareholders who have delivered a
duly completed Election Form indicating that they wish to participate in the
Rights Offer; and (iii) Permitted Restricted Territory Shareholders who have
delivered a duly completed Election Form indicating that they wish to
participate in the Rights Offer, will have their broker or CSDP accounts credited
with their Rights and subsequently can exercise their Rights on
Shareholders on the South African sub-register that hold Certificated Shares Monday, 6 December
will have their Rights credited to an electronic account held at the South African
Transfer Secretaries on
Rights Offer Circular distributed to Dematerialised Shareholders on Monday, 6 December
Last day to trade in Rights for Shareholders trading on the JSE (see note 8) Monday, 13 December
Listing and trading of Exchangeable Bonds on the JSE commences with effect Tuesday, 14 December
from 09:00 (SAST) on
Qualifying Shareholders that hold Certificated Shares on the South African Friday, 17 December
sub-register who want to exercise their Rights must ensure that they have sent
their duly completed JSE Form of Instruction to the South African Transfer
Secretaries no later than 12:00 (SAST) (Shareholders are to ensure that the
South African Transfer Secretaries has received the instruction and if they are
posting they must factor posting delays as no late postal deliveries will be
Second Record Date and closing date for subscriptions in terms of the Rights Friday, 17 December
Offer on the JSE with effect from 12:00 (SAST)
Exchangeable Bonds to be issued in Dematerialised form: (i) to Dematerialised Monday, 20 December
Shareholders’ broker or CSDP; or (ii), in the case of Certificated Shareholders,
with Computershare Nominees (see note 7 below) accounts by no later than
Results of the Rights Offer released on SENS and the LuxSE website on Monday, 20 December
Dematerialised Shareholders’ accounts updated and debited by their CSDP or Wednesday, 22 December
broker (in respect of successful excess applications) on
In the case of Certificated Shareholders, Excess Exchangeable Bonds issued Wednesday, 22 December
in Dematerialised form with Computershare Nominees (see note 7 below) on
Refund payments (if any) in respect of unsuccessful applications by Wednesday, 22 December
Certificated Shareholders for Excess Exchangeable Bonds made on
Extraordinary general meeting held on Wednesday, 22 December
(1) Shareholders in Restricted Territories are required to certify to the Company’s satisfaction, in its sole and
absolute discretion, by no later than Monday, 29 November 2021, that their exercise, sale or renunciation
of the Rights and/or subscription for Exchangeable Bonds would not result in the contravention of any
registration or other legal requirement in such jurisdiction in order to participate in the Rights Offer, failing
which the Rights will instead be sold by the South African Transfer Secretaries, on a best efforts basis
and the proceeds will be remitted, net of brokerage charges and associated expenses, in accordance
with the information of such Shareholders on the Brait share register.
The Rights attributable to Shareholders in Prohibited Jurisdictions will be sold by the South African
Transfer Secretaries, on a best efforts basis and the proceeds will be remitted, net of brokerage charges
and associated expenses, in accordance with the information of such Shareholders on the Brait share
register. Further details are set out in paragraph 1.9 of Part 7 (Rights Offer Details).
(2) Shares may not be transferred between Brait’s register of members and the South African sub-register
between Tuesday, 23 November and Friday, 3 December 2021, both days inclusive.
(3) Share certificates may not be Dematerialised or rematerialised between Wednesday, 1 December 2021
and Friday, 3 December 2021, both days inclusive.
(4) CSDP’s or brokers (in respect of Qualifying Shareholders) must effect payment in respect of
Dematerialised Shareholders on a delivery versus payment basis.
(5) Exchangeable Bonds will only be delivered pursuant to the Rights Offer on Monday, 20 December 2021.
(6) Refund payments will be made at the risk of Qualifying Shareholders who are Certificated Shareholders
(or their renouncees).
(7) In accordance with the Financial Markets Act, the Exchangeable Bonds will be issued in Dematerialised
form. If you are a Certificated Shareholder who has subscribed for Exchangeable Bonds, your
Exchangeable Bonds will be credited to a bulk Dematerialised CSDP account with Computershare
Nominees and may only be traded once you have provided Computershare Nominees with details of your
existing broker or CSDP account or until you have opened a new broker or CSDP account and furnished
Computershare Nominees with details thereof.
(8) If you are a Qualifying Shareholder that holds Certificated Shares on the South African sub-
register and you want to sell your Rights, you must ensure that your duly completed Form of
Instruction is delivered to the South African Transfer Secretaries so as to be received by them by
no later than 12:00 (SAST) on Monday, 13 December 2021 in order to ensure that your Rights may
be sold on or prior to the last day to trade in the Rights.
Port Louis, Mauritius
29 November 2021
For further information please contact: firstname.lastname@example.org
Brait’s primary listing is on the Euro MTF market of the LuxSE and its secondary listing is on the
exchange operated by the JSE Limited.
Financial Advisor, Arranger and Sponsor to Brait:
Rand Merchant Bank, a division of FirstRand Bank Limited
International Counsel to Brait:
Mauritian Counsel to Brait
South African Counsel to Brait
DLA Piper Advisory Services Proprietary Limited
South African Counsel to Brait on the Exchangeable Bonds
South African Counsel to the Financial Advisor and Arranger
Date: 29-11-2021 05:25:00
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