2024 Convertible bond

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Salient terms for Brait’s £150m Convertible Bond maturing December 2024

Issuer and security code Brait PLC; WKN: A2SBSU; ISIN: XS2088760157
Instrument Unsubordinated and unsecured convertible Bonds due 2024 (Five-year term), denominated in tranches of £100,000 each
Use of Funds Redemption of 2020 Convertible Bonds
Principal £150 million
Pricing date 27 November 2019
Coupon Fixed rate of 6.5% per annum, payable semi-annually in arrears on 4 June and 4 December over the 5 year term
Reference share price £0.75 (equivalent to R14.24), being the VWAP of an ordinary share between open and close of trading on 27 November 2019, converted at the prevailing GBP/ZAR spot rate at time of pricing
Conversion premium 25%
Conversion price £0.5219 (per 16 March 2020 reset following settlement of the rights offer in accordance with the Terms and Conditions; and £0.9375at time of pricing)
Conversion ratio 191,607 Brait ordinary shares per 2024 Convertible Bond
Settlement upon conversion Convert into 287,411,381 Brait ordinary shares (1).In the event that bondholders have not exercised their conversion rights, the 2024 Convertible Bonds are cash settled at par value on settlement date
Listing Listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange and the Official Market of the SEM with effect from 29 January 2020 and 30 November 2021, respectively
Dividend protection The conversion price is adjusted for ordinary dividends paid, in accordance with the Terms and Conditions
Covenant Brait’s “Tangible NAV / Net Debt” (2) ratio shall not be less than 200% so long as the 2024 Convertible and Exchangeable Bonds remain outstanding
(1) £150 million / £0.5219 conversion price applied to 1,500 2024 Convertible Bonds in issue
(2) Per the Terms and Conditions: (i) Tangible NAV based on Brait’s reported NAV; (ii) Net Debt excludes the 2024 Convertible and BIH Exchangeable Bonds

Terms & Conditions

Terms & Conditions – Brait 2024 Convertible Bond 450 KB

Conversion Price Adjustment – January 2020

Capitalised terms not otherwise defined below shall have the meaning given to them in the terms and conditions of the Convertible Bonds (the “Conditions”).

Brait shareholders are referred to the announcement released on the Stock Exchange News Service of the Johannesburg Stock Exchange and published on the website of the Luxembourg Stock Exchange on 21 January 2020 relating to the fully committed and underwritten, renounceable rights offer.

As a result of the issue of up to 795,454,545 new, fully paid ordinary shares as a result of conferring renounceable rights on a pre-emptive basis to qualifying shareholders of record on 31 January 2020 and in respect of which the Ordinary Shares will go ex-rights on 29 January 2020, pursuant to Condition 6(b)(iv) and 6(g) of the Conditions, the Conversion Price of the 2024 Bonds is adjusted from £ 0.9375 to £ 0.6569, effective 29 January 2020.

Conversion Price Adjustment – March 2020

Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the 2024 Bonds (the “Conditions”).

As previously announced by the Company, the Conversion Price of the 2024 Bonds would potentially be adjusted based on the average daily VWAP on the 10 consecutive dealing days starting on the 6th London business day following the settlement of the Rights Offer and according to a predetermined formula as defined in the Conditions (Condition 6(d) – Conversion Price Reset). Pursuant to this, the Conversion Price of the 2024 Bond has been adjusted from GBP0.6569 to GBP0.5219, effective 16 March 2020.

Using this Conversion Price of GBP0.5219, the 2024 Bonds are entitled to convert into a maximum of 287,411,381 Ordinary Shares (subject to rounding provisions) during the Conversion Period. By way of example, a 2024 Bond (denomination of GBP100,000) will be entitled to be converted into 191,607 Ordinary Shares by the Bondholder at any time during the Conversion Period in accordance with the Conditions.

The Conversion Right in respect of a 2024 Bond may be exercised, at the option of the holder thereof, at any time up to and including 10 London business days prior to 4 December 2024. In the event that the Bondholders have not exercised their Conversion Rights in accordance with the Conditions, the 2024 Bonds are settled at par value in cash on maturity on 4 December 2024.