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Results announcement in respect of the Brait rights offer
BRAIT P.L.C.
(Registered in Mauritius as a Public Limited Company)
(Registration No. 183309 GBC)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A2SBSU ISIN: XS2088760157
LEI: 549300VB8GBX4UO7WG59
("Brait" or the "Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER
JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE OR MAKING OF THE
RIGHTS OFFER WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY OTHER JURISDICTION.
RESULTS ANNOUNCEMENT IN RESPECT OF THE BRAIT RIGHTS OFFER
Unless otherwise stated, capitalised terms used in this announcement have the same meanings given in the
Rights Offer circular to Shareholders dated, and published on the Company's website, on Monday, 20 July 2026
("Circular").
1. INTRODUCTION
Shareholders are referred to the finalisation announcement published on the Euro MTF market of the
Luxembourg Stock Exchange ("LuxSE"), the Stock Exchange News Service ("SENS") of the JSE Limited
("JSE") and the Stock Exchange of Mauritius ("SEM") on Thursday, 16 July 2026 relating to Brait's renounceable
rights offer to Qualifying Shareholders to raise, in aggregate, gross proceeds of ZAR2.5 billion ("Rights Offer").
2. RESULTS OF THE RIGHTS OFFER
The Rights Offer closed at 12:00 (SAST) on Friday, 7 August 2026 and the Board advises that Brait has
successfully raised ZAR2.5 billion in terms of: (i) Rights Offer Shares taken up by Shareholders (or their
renouncees) that followed their Rights and subscribed for Rights Offer Shares; and (ii) Excess Rights Offer
Shares allocated to Qualifying Shareholders pursuant to excess applications. The results of the Rights Offer
are set out below:
Number of Rights % of Rights Offer
Offer Shares
Rights Offer Shares available for subscription 1,655,629,139 100.0
Rights Offer Shares subscribed for (excluding excess applications) 1,578,089,646 95.3
Excess applications for Rights Offer Shares received 547,231,190 33.1
Excess Rights Offer Shares allocated 77,539,493 4.7
Total Rights Offer Shares subscribed for 1,655,629,139 100.0
As the Rights Offer was fully subscribed, after taking into account excess applications received, Titan and the
Additional Underwriters were not required to subscribe for any Rights Offer Shares in terms of their respective
underwriting commitments.
3. ISSUE OF THE RIGHTS OFFER SHARES
Rights Offer Shares have been delivered in Dematerialised form to Shareholders' brokers or CSDPs today,
Tuesday, 11 August 2026. Certificated Shareholders who have not opened an account with a broker or CSDP
will have their Rights Offer Shares held on their behalf by Computershare until their Rights Offer Shares are
either delivered to an account opened with a broker or CSDP or rematerialised. Certificated Shareholders who
do not wish to receive their Rights Offer Shares in dematerialised form and instead wish to rematerialise their
dematerialised Rights Offer Shares or who have not timeously opened an account with a broker or CSDP will
have their share certificates, once their dematerialised Rights Offer Shares have been rematerialised, reflecting
their Rights Offer Shares posted to them.
4. EXCESS APPLICATIONS
Brait received applications for 547,231,190 Excess Rights Offer Shares. 77,539,493 Excess Rights Offer
Shares were allocated in respect of successful applications, resulting in 469,691,697 unsuccessful applications,
equivalent to approximately ZAR709 million, in respect of which Excess Rights Offer Shares were not allocated.
Excess Rights Offer Shares were allocated on a pro rata basis to Qualifying Shareholders who applied for
Excess Rights Offer Shares by taking into account the number of Shares held by the Qualifying Shareholder
prior to the Rights Offer, the number of Rights Offer Shares taken up pursuant to the Rights Offer and the
number of Excess Rights Offer Shares applied for by the Shareholders.
Excess Rights Offer Shares in respect of successful applications will be delivered in Dematerialised form to
Qualifying Shareholders (or their transferees) on or about Thursday, 13 August 2026.
Refund payments in respect of unsuccessful applications by Certificated Shareholders for Excess Rights Offer
Shares will be made on or about Thursday, 13 August 2026.
5. ISSUED SHARE CAPITAL POST THE RIGHTS OFFER
Following the implementation of the Rights Offer, the number of Brait ordinary shares in issue has increased
from 3,862,685,135 to 5,518,314,274.
Port Louis, Mauritius
11 August 2026
Brait's Shares are primary listed and admitted to trading on the Euro MTF market of the LuxSE and its secondary
listing is on the exchange operated by the JSE. The Company's Convertible Bonds are dual listed on the Open
Market (Freiverkehr) segment of the Frankfurt Stock Exchange as well as on the SEM.
LuxSE Listing Agent:
Harney Westwood & Riegels SARL
Joint Financial Advisor and Transaction Sponsor to Brait:
Rand Merchant Bank, a division of FirstRand Bank Limited
Joint Financial Advisor to Brait:
The Standard Bank of South Africa Limited
SEM Authorised Representative and Sponsor:
Perigeum Capital Limited
South African Legal counsel to Brait:
DLA Piper Advisory Services Proprietary Limited
South African counsel to the Joint Financial Advisors and Transaction Sponsor:
Bowmans
International Counsel to the Joint Financial Advisors and Transaction Sponsor:
Milbank LLP
IMPORTANT NOTICE AND DISCLAIMER
The release, publication or distribution of this announcement ("Announcement") in jurisdictions other than
South Africa may be restricted by law and therefore persons into whose possession this Announcement comes
should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply
with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, Brait disclaims any responsibility or liability for the violation of such
requirements by any person.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part
of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to
purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing
advice should consult an independent financial adviser. The information contained in this Announcement is not
for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation
of local securities laws or regulations.
This Announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or
indirectly, or into the United States, Australia, Canada, Japan, Hong Kong or any other jurisdiction in which such
release, publication or distribution would be unlawful. This Announcement is for information purposes only, does
not purport to be full or complete and shall not constitute or form part of an offer or solicitation of an offer to
purchase or sell securities in the United States or any other jurisdiction, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy or completeness.
The distribution of this Announcement in certain jurisdictions may be restricted by law. No action has been taken
by Brait, the Underwriters or any of their respective affiliates that would permit an offering of such securities or
possession or distribution of this Announcement or any other offering or publicity material relating to such Rights
or shares in any jurisdiction where action for that purpose is required. Persons into whose possession this
Announcement comes are required by Brait and the Underwriters to inform themselves about, and to observe,
such restrictions.
The Rights and the Rights Offer Shares referred to in this Announcement have not been, and will not be
registered under the U.S. Securities Act of 1933, as amended, ("Securities Act") and may not be offered, sold,
pledged, taken up, exercised, resold, transferred or delivered, directly or indirectly, in, into or from the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offer of the securities mentioned herein in the United States.
This Announcement is only addressed to and directed at persons in member states of the European Economic
Area ("EEA") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129, as amended) ("Qualified Investors"). In the United Kingdom, this disclaimer and
the Circular are being distributed only to, and are directed only at persons who are "qualified investors" as
defined in paragraph 15 of Schedule 1 of the Public Offers and Admission to Trading Regulations 2024
("POATR") and who are: (i) persons having professional experience in matters relating to investments falling
under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended ("Order"); (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are
other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to
as "Relevant Persons"). This disclaimer and the Circular must not be acted on or relied on (i) in the United
Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who
are not qualified investors. Any investment or investment activity to which this disclaimer and the Circular relates
is available only to (i) Relevant Persons in the United Kingdom, and (ii) qualified investors in any member state
of the EEA and will be engaged in only with such persons.
The information in this Announcement may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase
and/or subscribe for securities in South Africa, including an offer to the public for the sale of, or subscription for,
or the solicitation or advertisement of an offer to buy and/or subscribe for, shares as defined in the South African
Companies Act 71 of 2008, as amended, ("Companies Act") or otherwise and will not be distributed to any
person in South Africa in any manner that could be construed as an offer to the public in terms of the Companies
Act. As a result, this Announcement does not comply with the substance and form requirements for a prospectus
set out in the Companies Act and the South African Companies Regulations, 2011, and has not been approved
by, and/or registered with, the South African Companies and Intellectual Property Commission or any other
South African authority.
The Rights Offer to which this Announcement refers to is a rights offer as contemplated in section 96(1)(d) of
the Companies Act and does not constitute an "offer to the public" as envisaged in Chapter 4 thereof.
The information contained in this Announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 2002, as amended,
("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that
any particular transaction in respect of the Rights, the Rights Offer Shares or in relation to the business or future
investments of Brait or any member of the Brait Group, is appropriate to the particular investment objectives,
financial situations or needs of a prospective investor, and nothing in this Announcement should be construed
as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The
Company is not a financial services provider licensed as such under the FAIS Act.
Date: 11-08-2026 09:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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