| Fri 25 Mar 2011, 15:00 | | BAT - BRAIT S.A. - Announcement relating to an amended timetable |
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BAT
BRAIT
BAT - BRAIT S.A. - Announcement relating to an amended timetable
This announcement is made in terms of the requirements of the Luxembourg Stock
Exchange and the Securities Exchange operated by the JSE Limited and does not
constitute an offer to the public as contemplated in the South African Companies
Act, No 61 of 1973
BRAIT S.A.
(Incorporated in Luxembourg)
(Registered address: 42, rue de la Vallee, L-2661 Luxembourg)
(RCS Luxembourg B-13861)
ISIN: LU0011857645
Share code: BAT
("Brait" or "the Company")
ANNOUNCEMENT RELATING TO AN AMENDED TIMETABLE REGARDING BRAIT`S ZAR5.9 BILLION
CAPITAL RAISING THROUGH A FULLY-UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER ("RIGHTS
OFFER"), POTENTIAL PRIVATE PLACEMENT TO THE BRAIT INVESTMENT TEAM ("INVESTMENT
TEAM PLACEMENT"), POTENTIAL PRIVATE PLACEMENT TO TITAN NOMINEES (PROPRIETARY)
LIMITED ("TITAN") ("TITAN PLACEMENT"), THE ACQUISITION OF A 24.6% INTEREST IN
PEPKOR HOLDINGS LIMITED ("PEPKOR"), THE ACQUISITION OF AN ADDITIONAL 10.3%
LEVERAGED INTEREST IN PEPKOR THROUGH A SPECIAL PURPOSE VEHICLE, THE ACQUISITION
OF A 49.9% INTEREST IN, PLUS SHAREHOLDER LOANS OF ZAR221.2 MILLION AGAINST,
PREMIER GROUP (PROPRIETARY) LIMITED ("PREMIER") AND A REORGANISATION AND
RESTRUCTURING OF THE COMPANY (COLLECTIVELY, "THE TRANSACTIONS")
1. Salient dates and times
Holders ("Brait Shareholders") of ordinary shares of no par value in Brait
("Shares") are referred to the detailed terms announcement released on SENS and
on the website of the Luxembourg Stock Exchange ("LuxSE") on 2 March 2011,
wherein Brait Shareholders were advised that the Company intends to implement
the Rights Offer and the Placements (if required), acquire stakes in Pepkor and
Premier and undertake a re-organisation and restructuring of the Company.
Due to the implementation of changes at the Companies and Intellectual Property
Registration Office ("CIPRO") and the uncertainties surrounding the commencement
of the new Companies Act, No 71 of 2008 on 1 April 2011, the salient dates and
times relating to the Transactions have been amended as follows:
2011
Circular posted to Brait Shareholders on Monday, 4
April
Completed forms of proxy to be returned by 10:00 Monday, 18
a.m. on April
Brait Extraordinary General Meeting ("EGM") to Wednesday, 20
be held at 10:00 a.m. at 42, rue de la Vallee, L- April
2661 Luxembourg on
Finalisation date on Wednesday, 20
April
Results of the EGM and finalisation announcement Wednesday, 20
released on SENS and the LuxSE website on April
Results of the EGM and finalisation announcement Thursday, 21
published in the South African press on April
Last day to trade in Shares to be eligible to Thursday, 28
participate in the Rights Offer on April
Renounceable (nil paid) rights ("Rights") issued Friday, 29
to Brait Shareholders (see below when Brait April
Shareholders on the Luxembourg register and
Brait Shareholders on the South African sub-
register are credited with the Rights) on
Opening Date of Rights Offer for Brait Friday, 29
Shareholders on April
First listing date of the Rights on the LuxSE Friday, 29
and the JSE Limited ("JSE") (collectively April
referred to as "the Exchanges") on
Brait Shareholders trading on the Exchanges Friday, 29
commence trading their Rights at 09:00 a.m. and April
Brait Shareholders on the Luxembourg register
are credited with and can exercise their Rights
on
Form of Instruction posted to certificated Brait Friday, 29
Shareholders on the Luxembourg register on April
Existing Shares trade ex Rights on the Exchanges Friday, 29
on April
Record Date for Brait Shareholders holding their Friday, 6 May
Shares on the South African sub-register on
Brait Shareholders on the South African sub- Monday, 9 May
register will have their broker or CSDP accounts
credited with their Rights and can exercise
their Rights on
Form of Instruction posted to certificated Brait Monday, 9 May
Shareholders on the South African sub-register
on
Last day to trade in Rights on Friday, 3
June
Record date and Closing date for acceptances Friday, 10
under Rights Offer at 12:00 on June
Auction of unexercised Rights on LuxSE on Wednesday, 15
June
Issue of a maximum of 356 961 963 new Brait Monday, 20
Shares ("New Brait Shares") on June
To the extent required a maximum number of 110 Monday, 20
000 000 Brait Shares to be issued to the Brait June
Investment Team ("Investment Team Placement
Shares") in terms of the Investment Team
Placement on
Listing of New Brait Shares and Investment Team Monday, 20
Placement Shares on the Exchanges on June
New Brait Shares credited to Brait Shareholders` Monday, 20
broker or Participant accounts and share June
certificates posted to certificated Brait
Shareholders (for shareholders holding their
Shares on the Luxembourg register) by no later
than (see note 7)
New Brait Shares credited to Brait Shareholders` Monday, 20
broker or CSDP accounts and share certificates June
posted to certificated Brait Shareholders (for
shareholders holding their Shares on the South
African sub-register) (see note 7) by no later
than
Results of the Rights Offer released on SENS and Monday, 20
the LuxSE website on June
Results of the Rights Offer published in the Tuesday, 21
South African press on June
To the extent required a maximum number of 55 Monday, 19
000 000 Brait Shares to be issued to Titan September
("Titan Placement Shares") in terms of the Titan
Placement on
Listing of Titan Placement Shares on the Monday, 19
Exchanges on September
Notes:
1. Shareholders may not apply for any excess New Brait Shares.
2. Shares may not be transferred between the Luxembourg register and the South
African sub-register between Thursday, 28 April 2011 and Friday, 6 May 2011,
both days inclusive.
3. Rights and Shares are transferable between the Luxembourg register and the
South African sub-register save as set out in point 2 above and point 5 below.
4. Share certificates may not be dematerialised or rematerialised between
Thursday, 28 April 2011 and Friday, 6 May 2011, both days inclusive.
5. Rights may not be transferred between the Luxembourg register and South
African sub-register after Friday, 3 June 2011 save for purposes of the Auction.
6. CSDP`s or brokers (in respect of Brait Shareholders on the South African sub-
register) or Participants (in respect of Brait Shareholders on the Luxembourg
register) must effect payment in respect of dematerialised Brait Shareholders on
a delivery versus payment basis.
7. New Brait Shares will only be issued pursuant to the Rights Offer on Monday,
20 June 2011. Accordingly, Brait Shareholders will not be able to trade in their
New Brait Shares until Monday, 20 June 2011.
8. Monday, 25 April 2011 is a public holiday in South Africa and Luxembourg.
9. Friday, 22 April 2011, Wednesday, 27 April 2011, Monday, 2 May 2011,
Wednesday, 18 May 2011 and Thursday, 16 June 2011 are public holidays in South
Africa.
10. Thursday, 2 June 2011 and Monday, 13 June 2011 are public holidays in
Luxembourg.
2. Posting of circular
Brait Shareholders are advised that a circular containing the full details of
the terms of the Transactions and a notice of the EGM containing the necessary
resolutions to be approved by Brait Shareholders in order to implement the
Transactions, is expected to be posted to all Brait Shareholders on or about
Monday, 4 April 2011.
25 March 2011
Financial advisor, mandated lead debt arranger and advisor, underwriter and
transaction sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Luxembourg legal advisor
M Partners
South African attorneys
Cliffe Dekker Hofmeyr Inc.
Date: 25/03/2011 15:00:01 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.
