Convertible bonds

Salient terms for Brait PLC’s Convertible bonds

Issuer and security code

•	Brait PLC; WKN: A2SBSU; ISIN: XS2088760157

Instrument

•	£150 million unsubordinated and unsecuredconvertible Bonds due 4 December 2027, denominated in tranches of £100,000 each

Cash Paydown

•	Recapitalisation repurchase of R150m of the Convertible Bonds at par plus accrued interest on a pro rata basis

Coupon

•	8.0% – 7.25% (cash) and 0.75% (PIK)

Conversion Price

•	£0.3523 post the Rights Offer

Call

•	Callable at any time

Debt incurrence

•

No ability to incur additional debt in Brait holding company structure other than:

–	In an amount equal to the face value of the existing Convertible Bonds, BIH Exchangeable Bonds & BML RCF
–	With bondholder consent

Asset Sales / Mandatory Prepayments

•

Within 180 days, proceeds from asset sales to be applied as follows:

–	At least 25% to repay and / or repurchase debt
–	Capex and investments

Subject to de minimis threshold of £10m

•

The amount of net cash proceeds not used per above will be applied to redeem debt at par in accordance with structural seniority waterfall (first BML RCF, then BIH Exchangeable Bonds, then Convertible Bonds)

Related Parties Transactions⁽²⁾

•	Sale of listed shares to related parties would need to be conducted via a marketed process with third parties
•	Sale of unlisted shares to related parties would need to be conducted via a marketed process with third parties if the result is a sale to a related party, provided that this restriction will only apply if greater than £50m of unlisted shares have been sold⁽¹⁾ to related parties at a discount to NAV of greater than 25%
•	If a sale process for Virgin Active is commenced where (i) related parties are reasonably expected to be involved in the biddingprocess and (ii) the process does not (or is not reasonably expected to) result in a full repayment of the CB, then Brait will use reasonable endeavours to identify and contact the three largest CB holders and invite them to participate in such a sale process alongside any other potential bidders (subject to confidentiality arrangements being entered into and the various other procedural requirements of such a sale process)

Additional Undertakings

•	Company to consider in good faith any financing proposals from CB in case of an EB acceleration following an Event of Default (right to last 30 days)

Covenant

•	Brait’s “Tangible NAV / Net Debt⁽³⁾” ratio shall not be less than 200%

(1) On a cumulative basis from the amendment date and including the contemplated sale

(2) These restrictions will not apply where Brait is not in control of the decision making of any portfolio company and / or in circumstances where Brait chooses not to follow its rights in relation to a transaction where new capital is being raised by portfolio companies in the form of a pro rata rights issue

(3) Per the Terms and Conditions: (i) Tangible NAV based on Brait’s reported NAV; (ii) Net Debt excludes the Convertible and BIH Exchangeable Bonds

Terms & Conditions

Terms & Conditions – Brait PLC’s Convertible Bond

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.

Conversion Price Adjustment – August 2024

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

Bondholders are referred to the announcement released on the Stock Exchange News Service of the Johannesburg Stock Exchange and published on the websites of the Luxembourg Stock Exchange as well as the Stock Exchange of Mauritius on 3 June 2024 relating to its interconditional recapitalisation transaction.

Pursuant to Notices to Convertible Bondholders dated 8 August 2024 (the “Redemption Notice”) and 13 August 2024 (the ”Implementation Date Notice”), respectively:

•	The Redemption Notice notified the Bondholders that the Implementation Date was (subject to satisfaction of the Implementation Conditions) expected to occur on 13 August 2024, and that subject to the satisfaction of the Implementation Conditions, the Issuer would partially redeem the Convertible Bonds on such date in an aggregate amount equal to £6,417,135 to be applied on a pro rata basis across the aggregate principal amount outstanding of the Convertible Bonds as at 13 August 2024.
•	It is confirmed that the partial redemption of the Convertible Bonds, in an amount equal to £6,417,135 and on a pro rata basis across the aggregate principal amount of the Convertible Bonds, has occurred as of 13 August 2024.
•	On and from 13 August 2024, the Convertible Bonds will be known as the “£150,000,000 8.0% Convertible Bonds due 2027 issued by Brait PLC and convertible into Brait PLC Ordinary Shares” of which £143,582,865 remains outstanding on the date of this notice following the partial redemption described above.
•	On and with effect from the Implementation Date of 13 August 2024, following the Rights Offer, the Conversion Price in accordance with Condition 6 of the Conditions, was adjusted to £0.3523.