2024 Convertible bond

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Salient terms for Brait’s £150m Convertible Bond maturing December 2024 (1)

Issuer and security code Brait PLC; WKN: A2SBSU; ISIN: XS2088760157
Issue size £150 million
Denomination £100,000 each
Coupon Fixed rate of 6.5% per annum, payable semi-annually in arrears on 4 June and 4 December over the 5 year term
Term 4 December 2024 (5 years)
Listing exchange Listed on 29 January 2020 on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange
Pricing date 27 November 2019
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% above the reference share price
Conversion price £0.5219 (£0.9375 at time of pricing, adjusted to £0.6569 for the rights issue of 795,454,545 ordinary shares to shareholders of record on 31 January 2020 and further reset on 16 March 2020 following settlement of the rights offer in accordance with the Terms and Conditions).
Conversion ratio 191,607 Brait ordinary shares per 2024 Bond (106,667 at time of pricing)
Settlement date 4 December 2019 (T+5)
Settlement upon conversion Convert into 287,411,381 Brait ordinary shares (2))(21.8% of Brait’s current issued share capital excluding treasury shares). In the event that bondholders have not exercised their conversion rights, the 2024 Bonds are cash settled at par value on settlement date
Status of the bond Constitute unsubordinated and unsecured obligations of Brait ranking equally among themselves and at least equally with all other existing and future unsecured and unsubordinated obligations of Brait
Anti-dilution protection Standard anti-dilution provisions with adjustments to the conversion price, dealing with, inter alia, share consolidations, share splits, capital distributions, rights issues, bonus issues, and ordinary dividends paid in accordance with the Terms and Conditions. The declaration of a special dividend will result in either: (i) a bondholder put at the bonds principal amount plus accrued interest; or (ii) an equivalent additional interest amount becoming payable to the bondholders (as if the bonds had converted), with no adjustment to the conversion price
Covenant Brait’s “Tangible NAV / Net Debt” (3) ratio shall not be less than 200% so long as the 2024 Bonds remain outstanding
(1) Defined as “2024 Bonds”
(2) £150 million / £0.5219 conversion price applied to 1,500 Bonds in issue
(3) Per the Terms and Conditions: (i) Tangible NAV based on Brait’s reported NAV; (ii) Net Debt defined as excluding any convertible bonds in issue

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.