Wrap Text
Audited financial results for the financial year ended 31 March 2026 and intention to declare 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" or the "Group")
AUDITED FINANCIAL RESULTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2026 AND INTENTION TO DECLARE RIGHTS OFFER
INTRODUCTION
The Board of Directors ("Board") hereby reports to Brait's shareholders ("Shareholders") on the audited results
for the financial year ended 31 March 2026.
Brait is in the final stages of its stated strategy to unlock value for its shareholders through the distribution of its
remaining assets to shareholders. Achievement of this requires:
• optimising the positioning of Virgin Active for a listing or sale of the business;
• the sale of Brait's stake in New Look;
• repayment of any residual Brait debt to facilitate an unbundling of the remaining listed assets to its
shareholders.
Since March 2020, Brait has undertaken a number of initiatives to reduce its net debt from R7.0 billion to its
current level of R1.7 billion. This has been achieved through disposals of underlying assets and the listing and
monetisation of the Company's stake in Premier.
The Group's underlying assets performed strongly with year on year ("YoY") EBITDA growth of 37% (Virgin
Active), 18% (Premier) and >100% (New Look). To optimise the positioning of Virgin Active for a potential listing,
it is preferable that the business repays some of its existing debt in order to achieve a suitable level of gearing.
Virgin Active is raising £175 million from its existing shareholders ("Virgin Active Capital Raise") to repay existing
debt to achieve a Net Debt / EBITDA ratio of 2.0x (based on December 2025 Maintainable EBITDA of £122
million). Brait will contribute £108 million to fund its pro-rata share of the Virgin Active Capital Raise. The Virgin
Active Capital Raise will provide the business with the capacity to fund its club refurbishment plan and new club
roll out strategy. Virgin Active is in the final stages of refinancing its existing South African and International
facilities which, together with the Virgin Active Capital Raise, will result in an interest saving of £14 million per
annum.
As part of its value unlock strategy, Brait will undertake a R2.5 billion rights offer ("Rights Offer") at a price of
R1.51000 per share, This represents a discount of 25% to the Theoretical ex Rights Price ("TERP") based on
the 5 Day volume weighted average price ("VWAP") of R2.23270 prior to this announcement. This implies a
43% discount to the Net Asset Value per Share post the Rights Offer.
Post implementation of the Rights Offer, as a key step to facilitate the Group's value unlock strategy, Brait will
redeem its Convertible Bonds ("Convertible Bond Redemption") for £138 million (par value plus accrued
interest). During the previous financial year, Brait monetised part of its stake in Premier ("Premier Proceeds")
raising R1.8 billion through a market placing of shares (R1.0 billion) and a "cap and collar" structure (R0.8
billion). The Rights Offer and the Premier Proceeds, together with an increase in the existing Revolving Credit
Facility (undrawn as at 31 March 2026), will fund the Convertible Bond Redemption and Brait's contribution to
the Virgin Active Capital Raise.
Post implementation of the transactions above, Brait will have significantly reduced its debt obligations (R1.3
billion BML RCF), removed the exchange rate risk of the GBP-denominated Convertible Bonds and have three
well capitalised businesses that are performing strongly and appropriately positioned for exit optimisation or
unbundling.
FINANCIAL HIGHLIGHTS
• Virgin Active:
o Strong YoY performance to 31 December 2025 with a 37% increase in EBITDA to £110 million.
o High return on capital from new gyms and refurbishments, with a well-developed pipeline of growth
opportunities.
o To optimally position the business for a potential listing and to capitalise on its growth potential
requires a repayment of the group's debt funded via the £175 million Virgin Active Capital Raise.
o Growth forecast from new gyms and the refurbishment program will position the business well for an
exit in the next two years.
• Premier:
o Strong operational performance has continued with YoY revenue and EBITDA growth of 7% and
18% respectively.
o MillBake's performance remained the core driver (+18%) with the ramp-up from Aeroton supporting
growth in FY27.
o The RFG transaction closed in March 2026, with integration of the business well underway.
• New Look:
o Trading over the Christmas quarter was in line with management expectations and resulted in the
business achieving EBITDA of £37 million for the year to 31 March 2026.
o Impact of "right-sizing" the cost base to a more digitally focused model is reflected in strong profit
growth.
o Successful launch and scale of "Club New Look", with in-app loyalty programme scaling to over 1
million members in FY26.
• Brait:
o As an investment holding company, Brait's key reporting metric of NAV per share is R3.27, a 7%
increase compared to March 2025. From an IFRS perspective, earnings and headline earnings per
share is 34 cents (FY25: 23 cents).
o Available cash and facilities amounted to R1.6 billion at the reporting date.
RIGHTS OFFER
Shareholders are referred to the announcement published today on the website of the Luxembourg Stock
Exchange ("LuxSE"), the Stock Exchange of Mauritius ("SEM") and released on the Stock Exchange News
Service ("SENS") of the JSE Limited ("JSE") for details of the Rights Offer.
The Rights Offer will be priced and underwritten at a 25% discount to the TERP of a Brait share and based on
the VWAP above. The Rights Offer will result in an adjustment to the exchange price of the Exchangeable
Bonds and the conversion price of the Convertible Bonds, in accordance with their respective terms and
conditions.
Brait has secured an irrevocable undertaking from Titan and its affiliates, who between them hold 39.3% of the
Brait ordinary shares outstanding, to underwrite the R2.5 billion Rights Offer and to vote in favour of the ordinary
resolution to be proposed at the Extraordinary General Meeting ("EGM") to be held on Thursday 16 July 2026.
To the extent that the requisite approvals are obtained at the EGM, the Rights Offer timetable is set out below:
Events 2026
Posting Record Date Friday,10 July
Declaration Date Tuesday, 14 July
Finalisation Date (by no later than 11:00 (SAST)) and Publication of Circular Thursday, 16 July
on the Company's website
Last day to trade to be eligible to participate in the Rights Offer Tuesday, 21 July
Shares trade ex-Rights on the JSE at 09:00 (SAST) Wednesday, 22 July
Listing and trading in letters of allocation on the JSE at 09:00 (SAST) Wednesday, 22 July
Record Date Friday, 24 July
Rights Offer opens in South Africa at 09:00 (SAST) Monday, 27 July
Listing and trading of the Rights Offer Shares on the JSE commences 09:00 Wednesday, 5 August
(SAST)
Record date and closing date for acceptance under the Rights Offer at 12:00 Friday, 7 August
(SAST)
Results of the Rights Offer released on SENS, the SEM and the LuxSE website Tuesday, 11 August
Rights Offer Shares delivered in Dematerialised form: (i) to Dematerialised Tuesday,11 August
Shareholders' broker or CSDP; or (ii) in the case of Certificated Shareholders,
with Computershare Nominees accounts
Listing and trading of the Rights Offer Shares on LuxSE commences 09:00 Wednesday, 12 August
(CET)
In respect of successful excess applications, Rights Offer Shares issued to Thursday, 13 August
Qualifying Shareholders (or their transferees)
Refund payments (if any) in respect of unsuccessful applications by Thursday, 13 August
Certificated Shareholders for Excess Rights Offer Shares made
The ISIN and alpha code for the letters of allocation will be announced on the Declaration Date, together with
the full timetable applicable to the Rights Offer.
To facilitate the Convertible Bond Redemption and fund Brait's contribution to the Virgin Active Capital Raise,
Brait has signed a term sheet with its lenders (RMB and Standard Bank) to increase the BML RCF limit to R2.5
billion (up from R594 million), at an interest rate of ZARONIA plus 267bps.
The Exchangeable Bonds will remain in place on their current terms and conditions. As a result of the Rights
Offer, the Exchange Price of the Exchangeable Bonds is expected reduce from R2.21 per the adjustment
formula with effect from the ex-Rights date. The indicative adjusted Exchange Price is R1.99, with the final price
to be confirmed on the ex-rights date.
REPORTED NAV PER SHARE
In accordance with IFRS 10, given the investment entity status of the Company's wholly-owned subsidiary Brait
Investment Holdings Limited ("BIH"), the Company is exempted from producing consolidated financial
statements.
With regards to Brait's portfolio of investments:
• As a listed entity, Premier is valued at the reporting date at its closing JSE price of R174.25 (FY25:
R129.10) per share.
• The composition of the respective peer groups for Brait's unlisted investments remains unchanged:
o Virgin Active is valued based on a sustainable LTM EBITDA (on a pre-IFRS16 basis) applied to a
9.0x multiple, which is in line with the peer average multiple (FY25: 10.2x).
o New Look is valued using sustainable LTM EBITDA (on a pre-IFRS16 basis) applied to a 6.5x
multiple, which represents a 35% discount to its peer average multiple of 9.9x (FY25: 9.4x).
The split between the investment valuation gain and foreign exchange translation adjustments has been
restated due to an error in the application of IAS 21 in prior years. This restatement had no impact on reported
NAV per share in the current or prior periods.
HIGHLIGHTS FOR BRAIT'S INVESTMENT PORTFOLIO
Virgin Active (54% of Brait's total assets):
• A leading international premium health club operator, Virgin Active's revenue and EBITDA growth reflect
the benefits of the holistic strategic and operational changes resulting from the implementation of the group's
wellness strategy.
• EBITDA growth of 37% YoY with strong contributions from all territories excluding Australia.
• Territory update to 31 March 2026:
o Southern Africa (35% of group revenue):
- Revenue 6% up from March 2025, largely driven by yield increases across the estate as club
refurbishments are carried out and strong sales in higher end clubs.
- Membership churn levels remain elevated due, in part, to club closures for refurbishment in
addition to ongoing consumer pressures which result in affordability issues.
- Significant returns have been achieved from the club refurbishment program which remains a key
focus, in addition to enhancing member engagement and experience to address churn.
- 623k active members as at March 2026.
o Italy (27% of group revenue):
- Revenue up 7% to March 2026 with above budget sales across the portfolio of clubs including strong
sign-ups in the 3 new clubs.
- Significant growth opportunity in the Italian market with new sites identified and leases signed for 2026/7.
- 194k active members as at March 2026.
o UK (24% of group revenue):
- Revenue up 9% from March 2025, driven by yield increases and strong sales from refurbished clubs and
lower churn rates.
- Significant capex still required to elevate the remaining estate to drive retention and support yield growth.
- 144k active members as at March 2026.
o Asia Pacific (14% of group revenue):
- Strong sales across Singapore and Thailand offset by below budget sales in Australia and elevated
churn, partly due to the yield management strategy.
- Strong start for the new Bondi club with above budget outcomes demonstrating the business case for
the premiumisation of the estate.
- Focus remains on operational improvements, price optimisation and improving service levels.
- 61k active members as at March 2026.
• Valuation as at 31 March 2026 (performed on a pre-IFRS16 basis):
o Maintainable EBITDA of £122.0 million (FY25: maintainable EBITDA of £120.0 million), is based on
£114 million LTM EBITDA adjusted for club closure losses and embedded EBITDA.
o The valuation multiple has been maintained at the peer group average of 9.0x (FY25: 10.2x).
o Net third party debt of £420.8 million (FY25: £386.6 million) includes £0.3 million (FY25: £7.9 million) for
cost deferrals.
o Brait's resulting unrealised carrying value for its investment in Virgin Active at the reporting date is
R9,393 million (FY25: R10,209 million) mainly due to the strengthening of the ZAR:GBP YoY and
comprises 54% (FY25: 62%) of Brait's total assets.
• Virgin Active Capital Raise
o £175 million capital raised from existing shareholders through a rights offer based on Brait's NAV
o All shareholders are expected to follow their rights.
o Redemption and conversion of £80.4 million Virgin Active Convertible Preference Shares ("CPS") into
equity based on Brait's NAV. £70.0 million of the CPS converted to equity with £10.4 million redeemed
for cash. Resultant interest cost saving of £7.5 million per annum.
o Brait's stake in Virgin Active decreased from 67.7% to 61.3% as a result of the CPS conversion.
o Refinancing of the South African and International debt facilities on more competitive terms which,
together with the capital injection and the CPS conversion, will save £21.5 million of interest cost per
annum.
o Group Net Debt / 2025 EBITDA expected to reduce from 3.7x to 2.0x providing capacity to fund the
pipeline of growth projects.
Premier (36% of Brait's total assets)
• A leading South African FMCG manufacturer, offering branded and private label solutions, Premier continued
to perform strongly despite difficult trading conditions and the impact of inflation on consumer spending.
• Premier's results for the financial year ended 31 March 2026 were released to the market on 17 June
2026:
o Revenue of R21.2 billion up 7% YoY.
o EBITDA of R2.8 billion up 18% YoY.
o EBITDA margin of 13.1% (FY25: 11.8%).
o Return on invested capital of 27.7% (17.6% including the impact of the RFG transaction).
o Headline earnings per share of 1 204 cents per share, an increase of 28% YoY.
o Net third party debt leverage ratio of 0.5x (0.8x including the impact of the RFG transaction).
• In keeping with Premier's strategy of being the lowest cost producer through a focus on efficiencies, the
business continued to invest in its asset base with capital expenditure of R1 022 million (FY25: R726
million), comprised of R260 million maintenance (FY25: R196 million) and R762 million expansionary (FY25:
R530 million).
• Valuation as at 31 March 2026:
o Premier is valued at the closing JSE share price of R174.25 (FY25: R129.10). Brait's shareholding in
Premier is 19.0% (FY25: 32.3%), representing its 31.3 million shares (FY25: 41.7 million shares). The
reduction in shareholding is a result of:
- The cession of 4.7m ordinary shares as part of the cap & collar structure announced on 20
November 2025 (valued at R0.8 billion);
- The placement of 5.6m ordinary shares in March 2026, raising gross proceeds of R1.0 billion; and
- Pursuant to its acquisition of RFG Holdings Limited, Premier increased its issued share capital to
164,631,239 ordinary shares (from 128,905,800), net of its 1,811,992 treasury shares.
New Look (5% of Brait's total assets):
• New Look is a leading fashion retailer operating in the value segment of the clothing and footwear market
in the UK and the Republic of Ireland, with a targeted online presence. New Look offers products and a
shopping experience based on excitement, value and newness.
• The UK fashion retail operating environment remains challenging, with New Look's revenue declining
during the year, while margins improved, mainly due to cost management and the digital transformation
project which resulted in EBITDA increasing by >100% YoY.
• Valuation as at 31 March 2026 (performed on a pre-IFRS16 basis):
o Maintainable EBITDA of £36.6 million is based on LTM reported EBITDA (FY25: £30 million).
o The valuation multiple has been maintained at 6.5x, a 35% discount to the peer average multiple of
9.9x (FY25: 9.4x).
o No normalisation adjustments were considered in determining net third-party debt of £25.3 million
(FY25: £51.0 million).
o Brait holds 18.3% of the New Look shareholder loans/PIK facility. Brait's equity participation was diluted
to 8.1% as a result of the 2025 capital raise.
o The resulting unrealised carrying value for the investment in New Look at the reporting date is R723
million (FY25: R485 million), comprising 5% of Brait's total assets (FY25: 3%).
Other Investments:
• The remaining R7 million carrying value relates to a legacy private equity fund investment.
BRAIT'S LIQUIDITY POSITION
Reporting date
• In April 2025, the Company repurchased £10 million of the Convertible Bonds at a discount to their par
value. Following these purchases, £133.6 million of the Convertible Bonds remain outstanding.
• As at 31 March 2026, the BML RCF was undrawn, resulting in available liquidity at the reporting date,
including cash balances, amounting to R1.6 billion.
• Brait is in compliance with all covenants at the reporting date.
In addition to the summary financial statements for the year ended 31 March 2026 published on the LuxSE,
JSE and SEM today, Brait's FY26 results presentation booklet is available at www.brait.com. This
announcement is published under the responsibility of the Board and is a summary of the information in the
summary financial statements for the year ended 31 March 2026, available on the LuxSE website and the
JSE cloudlink at:
https://senspdf.jse.co.za/documents/2026/JSE/ISSE/BAT/BPLCMar26.pdf and on the Company's website
http://brait.investoreports.com/investor-relations/results-and-reports/
This announcement does not contain full details and should not be used as a basis for any investment
decision in relation to the Company's shares.
Port Louis, Mauritius
18 June 2026
Brait's Ordinary Shares are primary listed and admitted to trading on the LuxSE and its secondary listing is on
the JSE. Brait's Convertible Bonds are dual listed on the Open Market ("Freiverkehr") segment of the Frankfurt
Stock Exchange as well as the Official Market of the SEM. The BIH Exchangeable Bonds are dual listed on JSE
and SEM.
LuxSE Listing Agent:
Harney Westwood & Riegels SARL
JSE Sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)
SEM Authorised Representative and Sponsor:
Perigeum Capital Ltd
Date: 18-06-2026 07:05:00
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