Wrap Text
Invitation to Bondholders to Tender for Repurchase
Brait Investment Holdings Limited
(Registered in Mauritius as a Public Limited Company)
(Registration number: 183308 GBC)
JSE Alpha code: BIHLEB
ISIN: MU0707E00002
LEI: 8755004E9YEXF8GHCY56
("BIH" or the "Issuer")
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
INVITATION TO BONDHOLDERS TO TENDER FOR REPURCHASE UP TO ZAR400,000,000 OF
OUTSTANDING 6% SENIOR UNSECURED EXCHANGEABLE BONDS WITH A PRINCIPAL AMOUNT
OF R750 EACH DUE 3 DECEMBER 2027 ("BONDS")
Introduction
Following the market placement of 4.0 million Premier shares which raised ZAR444 million, BIH hereby
announces its Tender Offer to acquire up to ZAR400,000,000 in aggregate principal amount of Bonds from
holders of its Exchangeable Bonds ("Bondholders"), which constitutes 17.8 per cent. of the total Outstanding
Principal Amount of the Bonds as at the date hereof. BIH invites the Bondholders to tender for sale their
Bonds to BIH, on the basis set out below (the "Tender Offer").
The Tender Offer will be at the PIK Capitalised Principal Amount of R750.58 per Exchangeable Bond plus
accrued interest. This represents a 0.1% premium to the closing market price of R750 as at 5 December
2024. The details of the Tender Offer are set out below.
The Tender Offer is subject to the terms and conditions that will be set forth in a notice dated 9 December
2024 (the "Tender Notice"). Capitalised terms used but not otherwise defined in this announcement have the
meaning ascribed to them in the Tender Notice.
Trading update
Virgin Active has continued to trade positively since the update given to the market on 13 November 2024.
The current run rate EBITDA based on the October trading is GBP94 million with strong performances from
the Italian and South African territories in particular.
Premier achieved year on year EBITDA growth of 14% in the first half of its FY2025. Premier's strong
performance in 1H2025 has continued into the second half across its key categories.
Conditions in the UK fashion retail sector remain challenging with several players adopting a very promotional
stance, leading to a 5.8% decrease in overall sales and a 7.9% decrease in fashion retail sales across the
high street in November (Source: BDO High Street Tracker). New Look has traded in line with the rest of the
market. Fiscal YTD store sales have been impacted by a reduction in footfall whereas online performance
has been stable, driving a further growth in channel market share. This, coupled with the recent changes
announced in the UK Autumn budget, are expected to have a significant impact on profitability in FY 2025
before mitigating actions.
Proposed Special Dividend and Tender Offer
The Issuer wishes to declare and pay a Special Dividend (as defined in Condition 5(e) of the Amended and
Restated Terms and Conditions of the Exchangeable Bonds dated 3 July 2024 ("Terms & Conditions)") in
accordance with Condition 5(e) of the Terms & Conditions. The aggregate amount of the proposed Special
Dividend is ZAR400,000,000 ("Proposed Special Dividend Amount").
Pursuant to Condition 7(e) of the Terms & Conditions, the Issuer hereby invites Bondholders to tender for
repurchase their Bonds (Tender Offer) in accordance with the Tender Notice.
To the extent that the aggregate PIK Capitalised Principal Amount of Bonds tendered by the Bondholders for
repurchase is less than the Proposed Special Dividend Amount, the Issuer shall proceed to paying a Special
Dividend to Brait p.l.c in accordance with Condition 5(e) of the Terms & Conditions. The aggregate amount
of the Special Dividend to be paid by the Issuer to Brait p.l.c shall not exceed the Proposed Special Dividend
Amount reduced by an amount equal to the aggregate PIK Capitalised Principal Amount of Bonds, if any,
required to be repurchased pursuant to Condition 7(e) on the Special Dividend Repurchase Date (as defined
in the Tender Notice).
Salient terms and conditions applicable to the Tender Offer
Bondholders are requested to read the Tender Notice in full before making any decision with respect to the
Tender Offer. Copies of the Tender Notice may be obtained from Invest@brait.com. Bondholders may wish
to obtain independent professional advice before making any such decision.
Salient terms and conditions applicable to the Tender Offer:
Issuer: Brait Investment Holdings Limited, a wholly owned subsidiary of Brait p.l.c.
ZAR2,248,953,000 6.00 per cent. Senior Unsecured Exchangeable
Target Securities: Registered Bonds due 2027 (Bonds).
Transfer Agent: Computershare Investor Services Proprietary Limited.
Proposed Special ZAR400,000,000.
Dividend Rand Amount:
Up to an aggregate of R400,000,000 (or, if lower, the aggregate PIK
Tender Cap: Capitalised Principal Amount on the Special Dividend Repurchase Date of
Exchangeable Bonds outstanding on the Special Dividend Repurchase
Date).
Tender Price:
A cash consideration per Bond equal to the PIK Capitalised Principal Amount
of such Bond (R750.58 or 75058.0 cents), which amount will be paid together
with accrued and unpaid interest up to (but excluding) the Special Dividend
Repurchase Date (R5.55 or 555.0 cents).
The Tender Offer will open at 9:00 a.m. on Tuesday, 10 December 2024 and
Invitation Period: will close on Friday, 10 January 2025 at 12:00 p.m. (South African time).
The Issuer acknowledges that in terms of the Terms & Conditions
Bondholders are entitled to the Invitation Period being open for fifteen
business days however, the Issuer has extended this Invitation Period by an
additional 5 business days to afford the Bondholders additional time to
consider this notice and the Tender Offer.
In the event that the total aggregate PIK Capitalised Principal Amount of
Tenders up to Tender Bonds which Bondholders tender for repurchase is less than or equal to the
Cap: Proposed Special Dividend Rand Amount, the Issuer shall accept for
repurchase all such tendered Bonds.
If the total aggregate PIK Capitalised Principal Amount of Bonds which have
Tenders in excess of been validly tendered for repurchase is higher than the Proposed Special
Tender Cap: Dividend Amount, the Issuer will, in respect of each Tender Notice received,
accept for repurchase such proportion of the total number of Bonds which are
the subject of such Tender Notice as is equal to the proportion calculated by
dividing the Proposed Special Dividend Amount by the aggregate PIK
Capitalised Principal Amount of all Bonds tendered for repurchase, rounded
down to the nearest number of Bonds in the PIK Capitalised Principal
Amount.
For a Bondholder to exercise its entitlement in terms of Condition 7(e) to
Tender Process: tender Bonds for repurchase in response to this notice, it is required to contact
its JSE approved broker or its central securities depository participant to
instruct them accordingly.
Tender Notices are to be received by the Transfer Agent by Friday, 10
January 2025 at 12:00 p.m. (South African time). No late tenders will be
accepted.
A Tender Notice, once delivered, will be irrevocable.
A Bondholder can tender all or only some of its Bonds for repurchase.
Settlement will clear through Strate Proprietary Limited (Strate).
Any Bonds repurchased will be cancelled by the Issuer in accordance with
the Terms & Conditions.
Declaration Date Friday, 6 December 2024
Timetable:
JSE last day to trade Tuesday, 7 January 2025
JSE ex-trading date Wednesday, 8 January 2025
Tender Deadline 12.00 p.m. (South African time) on
Friday, 10 January 2025
This Tender Deadline sets out the latest time
for instructions by Eligible Bondholders to be
received by the Transfer Agent.
JSE record date Friday, 10 January 2025
Expected Settlement Friday, 17 January 2025 (Special Dividend
Date Repurchase Date).
Bonds accepted by the Issuer for repurchase
pursuant to the Tender Offer are expected to
be settled (subject to the conditions to
settlement of the Tender Offer) in cash on a
delivery-versus-payment basis with Strate on
the Settlement Date, in accordance with
customary brokerage practices for this type of
transaction. The settlement will clear through
Strate.
General Conditions of the See "General Conditions of the Invitation" below.
Invitation:
This document does not constitute an invitation to participate in the Tender
Invitation Restrictions: Offer in any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such an invitation or for there to be such a participation
under applicable securities laws. The distribution of this notice in certain
jurisdictions may be restricted by law. Persons into whose possession this
notice comes are required by the Issuer to familiarise themselves about and
to observe any such restrictions.
This notice has not been filed with, or reviewed by, any national or local
securities commission or regulatory authority of the United States, the United
Kingdom, South Africa or any jurisdiction, nor has any such commission or
authority passed upon the accuracy or adequacy of this document. Any
representation to the contrary may be unlawful and may be a criminal offence.
See "Invitation Restrictions" below.
By submitting an offer to sell Bonds, each Bondholder and any intermediary
Representations: acting on such Bondholder's behalf shall agree, and acknowledge, represent,
warrant and undertake, certain matters to the Issuer. For the avoidance of
doubt, to the extent any such representations, warranties and undertakings
are incorrect or not complied with, the Issuer shall have no obligation to
accept any such offer.
See "Representations" below.
This notice, and all non-contractual obligations in relation to the Tender Offer,
Governing Law: will be governed by South African law.
Requests for information in relation to the terms and procedures for
Further Information: participating in the Tender Offer should be directed to:
Attention: Investor Relations
Email: Invest@brait.com
THE INFORMATION CONTAINED IN THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT NOTICE
IN ITS ENTIRETY.
THIS DOCUMENT IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT
BE REPRODUCED, REDISTRIBUTED OR PASSED ON DIRECTLY OR INDIRECTLY TO ANY OTHER
PERSON OR PUBLISHED IN WHOLE OR IN PART FOR ANY PURPOSE.
THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY
LAW. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE
ISSUER TO INFORM ITSELF ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER
TO SELL ANY BONDS IN ANY JURISDICTION WHERE IT IS ILLEGAL TO MAKE SUCH AN OFFER OR
SOLICITATION.
GENERAL CONDITIONS OF THE INVITATION
1. The Issuer may reject tenders of Bonds for repurchase pursuant to the Tender Offer which it considers,
in its sole discretion, not to have been validly made and the Issuer is under no obligation to any relevant
Bondholder to furnish any reason or justification for refusing to accept any offer of Bonds for purchase.
For example, tenders of Bonds for repurchase may be rejected if the Tender Offer is terminated or if the
Tender Offer does not comply with the requirements of a particular jurisdiction.
2. All payments by or on behalf of the Issuer pursuant to and in connection with the Tender Offer will be
made free and clear of, and without withholding of or deduction for, or on account of, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or on behalf of any authority having power to tax, unless such withholding or deduction is
required by law. If any such withholding or deduction is so required the Issuer shall not be obliged to pay
any additional amounts in respect of such withholding or deduction.
3. Each Bondholder is solely responsible for making its own independent appraisal of all matters (including
those relating to the Tender Offer, the Bonds and the Issuer) as such Bondholder deems appropriate,
including taxation matters, in determining whether to offer Bonds for sale pursuant to the Tender Offer
and, if so, the aggregate principal amount of Bonds it wishes to tender for repurchase.
4. The Tender Offer, any tenders of Bonds for repurchase, and any non-contractual obligations arising out
of or in connection with this notice, shall be governed by and construed in accordance with South African
law.
INVITATION RESTRICTIONS
This notice does not constitute an invitation to participate in the Tender Offer in a jurisdiction in which, or to
or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws.
The distribution of this notice in certain jurisdictions may be restricted by law. Persons into whose possession
this notice comes are required by the Issuer to inform themselves about, and to observe, any such
restrictions.
United States
The Tender Offer is being made for securities of a Mauritian company with a dual listing on the securities
exchanges operated by the JSE Limited in South Africa (JSE) and the Stock Exchange of Mauritius in
Mauritius and Bondholders in the United States should be aware that this document and any other documents
relating to the Tender Offer have been or will be prepared in accordance with the JSE Debt and Specialist
Securities Listings Requirements and South African and/or Mauritian disclosure requirements, format and
style, all of which differ from those in the United States. Brait's financial statements, and any other documents
relating to the Tender Offer, have been or will be prepared in accordance with the generally accepted
accounting practices in accordance with International Financial Reporting Standards and Mauritian
Companies Act and may not be comparable to financial statements of companies in the United States or
other companies whose financial statements are prepared in accordance with US generally accepted
accounting principles.
The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws,
including any applicable exemptions under the US Securities Exchange Act of 1934 (US Exchange Act), and
otherwise in accordance with the requirements of South African and/or Mauritian law and the JSE Debt and
Specialist Securities Listings Requirements. The Tender Offer will be made in the United States by the Issuer
and no one else. Accordingly, the Tender Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing
of payments that are different from those applicable under United States domestic tender offer procedures
and laws. In particular, US investors should note that once the Tender Offer is closed, the Issuer will accept
all Bonds that have by that time been validly tendered in acceptance of the Tender Offer and will, in
accordance with the JSE Debt and Specialist Securities Listings Requirements and the Terms and
Conditions, pay for all such accepted Bonds within 5 business days of such date, rather than the three trading
days that US investors may be accustomed to in US domestic tender offers. Similarly, if the Tender Offer is
terminated or withdrawn, all documents of title will be returned to shareholders within 5 business days of
such termination or withdrawal.
Neither the SEC nor any US state securities commission has approved or disapproved the Tender Offer or
passed upon the adequacy or completeness of this document. It may be difficult for US Bondholders to
enforce their rights under any claim arising out of the US federal securities laws, since Brait p.l.c and the
Issuer are located outside of the United States, and some or all of their office and directors may be resident
outside the United States.
In accordance with the normal South African practice, the Issuer or its nominees, or its brokers (acting as
agents), may, from time to time, make certain purchases of, or arrangements to purchase Bonds outside of
the United States, other than pursuant to the Tender Offer, until the date on which the Tender Offer becomes
effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any information about such purchases will
be disclosed, as required under South African law, the Terms & Conditions and the JSE Debt and Specialist
Securities Listings Requirements, and will be available on the JSE website at www.jse.co.za.
United Kingdom
The communication of this notice by the Issuer and any other documents or materials relating to the Tender
Offer is not being made, and this notice and any such documents and/or materials have not been approved,
by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended (FSMA). Accordingly, this notice and any such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United Kingdom. The communication
of this notice and any such documents and/or materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to: (1)
persons in the United Kingdom who have professional experience in matters relating to investments, being
investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (FPO); (2) persons who fall within Article 43(2) of the FPO; or (3) any other persons
to whom these documents and/or materials may otherwise lawfully be communicated. Any investment or
investment activity to which this notice relates is available only to such persons or will be engaged only with
such persons and other persons should not rely on it.
South Africa
The communication of this notice by the Issuer and any other documents or materials relating to the Tender
Offer should not be construed as constituting any form of investment advice or recommendation, guidance
or proposal of a financial nature under the South African Financial Advisory and Intermediary Services Act
37 of 2002, as amended or re-enacted.
The Tender Offer is not being made to and does not constitute an "offer to the public" (as such term is defined
in the South African Companies Act, 71 of 2008, as amended, ("SA Companies Act") and this notice is not,
nor is it intended to constitute, a "registered prospectus" (as such term is defined in the SA Companies Act)
prepared and registered under the SA Companies Act.
General
This notice does not constitute an offer to sell or buy or a solicitation of an offer to sell or buy the Bonds, as
applicable (and tenders of Bonds for repurchase will not be accepted from Bondholders), in any
circumstances in which such offer or solicitation is unlawful.
REPRESENTATIONS
By participating in the Tender Offer, each Bondholder and any intermediary on such Bondholder's behalf
shall be deemed to agree, and acknowledge, represent, warrant and undertake to the Issuer on the date of
submission of an offer to sell Bonds in the Tender Offer, the Tender Deadline and the Settlement Date that:
(i) it has reviewed and accepts the General Conditions of the Tender Offer, the Invitation Restrictions and
other considerations of the Invitation, as set out in this notice, and confirms that it is able to participate
in the Tender Offer in compliance with the Invitation Restrictions;
(ii) it is not a person to whom it is unlawful to make the Tender Offer under applicable securities laws and
regulations and it has complied with all laws and regulations applicable to it for the purposes of its
participation in the Tender Offer;
(iii) it confirms that it has not, and understands and agrees that it may not, rely on any investigation that any
person may have conducted with respect to the Issuer, the Bonds, the underlying shares or the Tender
Offer, and no person makes any representation, express or implied, with respect to the Tender Offer,
the Issuer or the Bonds;
(iv) it has consulted or will consult with its own legal, regulatory, tax, business, investment, financial and
accounting advisers in connection herewith to the extent it has deemed necessary; has reviewed all
information that it believes is necessary or appropriate in connection with the Tender Offer; and has
made or will make its own decisions based upon its own judgement, due diligence and advice from such
advisers as it has deemed necessary and not upon any view expressed by or on behalf of the Issuer;
(v) it confirms that no information has been provided to it by the Issuer or any of its directors or employees
or advisers, with regard to the tax consequences for it arising from participation in the Tender Offer, and
it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under
the laws of any applicable jurisdiction as a result of its participation in the Tender Offer;
(vi) it confirms that (a) the Bonds which the Bondholder offers for purchase pursuant to the Tender Offer are
being transferred by such Bondholder with full title guarantee free from all liens, charges and
encumbrances and together with all rights attached thereto and (b) it is the legal holder in respect of the
Bonds, or if such Bondholder is acting in a fiduciary, agency or other capacity as an intermediary, then
such Bondholder has full discretion or is acting upon valid instructions with respect to the Bonds offered
for purchase;
(vii) it is tendering the relevant aggregate PIK Capitalised Amount of the Bonds held by it and, subject to and
effective upon the purchase by the Issuer of the Bonds, it renounces all right, title and interest in and to
all such Bonds;
(viii) it shall agree to do all such acts and things as shall be necessary and execute any additional documents
deemed by the Issuer to be desirable, in each case to complete the transfer of the Bonds to the Issuer
or its nominee against payment to it of the relevant payment for such Bonds and/or to perfect any of the
authorities expressed to be given hereunder;
(ix) it accepts that the Issuer's acceptance for payment of the Bonds offered pursuant to any of the
procedures described in this document will constitute a binding agreement between such Bondholder
and the Issuer in accordance with the terms and subject to the conditions of the Tender Offer;
(x) it holds and will hold, until the earlier of the time of settlement on the Settlement Date or the termination
of the Tender Offer, the Bonds which it offers to sell pursuant to the Tender Offer and it will not trade
any of the Bonds offered for purchase with effect on and from the date of such submission to offer to sell
so that, at any time pending the transfer of such Bonds on the Settlement Date to, or to the order of, the
Issuer or to its agent on its behalf and the cancellation of such Bonds, no transfers of such Bonds may
be effected;
(xi) it is not an individual or entity (a Sanctions Restricted Person):
A. that is, or is owned or controlled by a Sanctions Restricted Person that is, described or designated
in (a) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the
date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) (SDN List) or the
Foreign Sanctions Evaders List (which as of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/fse/fselist.pdf), (FSE List) or (b) the most current
"Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the
date hereof can be found at: http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm); or
B. that is otherwise the subject of any sanctions administered by a Sanctions Authority other than solely
by virtue of their inclusion in: (x) the most current "Sectoral Sanctions Identifications" list (which as
of the date hereof can be found at: http://www.treasury.gov/resource-center/sanctions/SDN-
List/Pages/ssi_list.aspx) (SSI List), (y) Annexes III, IV, V and VI of Council Regulation No.833/2014,
as amended by Council Regulation No.960/2014 (EU Annexes), or (z) any other list with similar effect
to the SSI List or the EU Annexes maintained by a Sanctions Authority.
For the purpose of this representation Sanctions Authority means:
a) the Security Council of the United Nations;
b) the respective governmental institutions and agencies of the United States, the United Kingdom, the
European Union or a member state of the European Union including, without limitation, the Office of
Foreign Assets Control of the US Department of the Treasury, the United States Department of State,
the United States Department of Commerce and His Majesty's Treasury; and
c) any other equivalent governmental or regulatory authority, institution or agency which administers
sanctions.
d) The above representation when given on the Tender Deadline and the Settlement Date shall not apply
if and to the extent that it is or would be unenforceable by reason of breach of (i) any provision of Council
Regulation (EC) no 2271/1996 of 22 November 1996 (or any law or regulation implementing such
regulation in any Member State of the European Union or the United Kingdom) or (ii) any similar blocking
or anti-boycott law.
(xii) either (a) (i) it is the beneficial owner of the Bonds subject to the Tender Offer or (b) (i) it is acting on
behalf of the beneficial owner of the Bonds subject to the Tender Offer on a non-discretionary basis and
have been duly authorised to so act;
(xiii) it is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it
is (1) a person who is an existing member or creditor of the Issuer or other person within Article 43 of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other person
to whom these documents and/or materials may lawfully be communicated;
(xiv) it is not located in any jurisdiction in which the Invitation would be prohibited by applicable law and is not
participating in the Tender Offer from any jurisdiction in which the Tender Offer would be prohibited by
applicable law; and
(xv) if the Issuer accepts any of the Bonds for purchase pursuant to the Invitation, (i) it will be required to
provide certain information to the Settlement Agent for the purpose of the settlement agent's "know your
customer" checks and (ii) settlement of the purchase relating to such Bonds will be subject to the
satisfactory completion of such "know your customer" checks, such completion being determined in the
sole discretion of the Settlement Agent.
IMPORTANT NOTICE
THE INFORMATION CONTAINED IN THIS NOTICE IS SUBJECT TO CHANGE WITHOUT NOTICE AND
SUBJECT TO CHANGE IN ITS ENTIRETY BY REFERENCE TO ANY FURTHER COMMUNICATION IN
RESPECT OF THE INVITATION. THIS NOTICE IS NOT AN OFFERING CIRCULAR OR PROSPECTUS
OR LISTING PARTICULARS AND IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION
AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART
TO ANY OTHER PERSON FOR ANY PURPOSE, WITHOUT THE PRIOR CONSENT OF THE ISSUER.
THIS NOTICE IS DIRECTED EXCLUSIVELY TO EXISTING BONDHOLDERS AND IS FOR
INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE
EXERCISE OF INDEPENDENT JUDGMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND
UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY
BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND.
ANY DECISION RELATING TO A TENDER OF BONDS FOR REPURCHASE PURSUANT TO THE
NOTICE SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY YOU OF THE
ISSUER'S PUBLICLY AVAILABLE INFORMATION. NEITHER THE ISSUER NOR ANY OF ITS
AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF OR MAKE ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS NOTICE OR THE
ISSUER'S PUBLICLY AVAILABLE INFORMATION.
Results
An announcement setting out the results of the Tender Offer will be made on the Stock Exchange News
Service of the JSE Limited within two business days of the Tender Offer closing date.
Cancellation of Bonds
Any Bonds repurchased pursuant to the Tender Offer will be cancelled.
Port Louis, Mauritius
6 December 2024
JSE Debt Sponsor:
Questco Proprietary Limited
SEM Authorised Representative and Sponsor:
Perigeum Capital Ltd
Legal Counsel:
DLA Piper Advisory Services Proprietary Limited
Webber Wentzel
Date: 06-12-2024 07:30:00
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