Convertible bond

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Salient Terms

Issuer Brait SE
Issue size £350 million
Denomination £100,000 each
Coupon Fixed rate of 2.75% per annum, payable semi-annually in arrears on 18 March and 18 September over the 5 year term
Term Five years
Listing exchange Listed on 15 October 2015 on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange
Pricing date 11 September 2015
Reference share price VWAP between launch and pricing on 11 September 2015 of GBP6.0934 (equivalent to R127.65)
Conversion premium 30%
Conversion price £7.7613 (adjusted for ordinary dividends in accordance with the terms and conditions)
Conversion ratio 12,884 Brait ordinary shares per Bond
Settlement date 18 September 2015 (T+5)
Settlement upon conversion Convert into 45,095,538 Brait ordinary shares (1) (8.6% of Brait’s current issued share capital) (settlement via new issue of shares or from treasury shares held) In the event that bondholders have not exercised their conversion rights, the Bonds are cash settled at par value on settlement date
Issuer call To early settle the Bonds at their par value, provided that Brait’s ordinary share price is equal to or exceeds £10.0897 (30% premium to conversion price) for more than 20 of the 30 consecutive trading days on or after 9 October 2018
Status of the bond Unsubordinated and unsecured
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” ratio shall not be less than 200% so long as the Bonds remain outstanding
(1) £350 million / £7.7613 conversion price

Conversion Price Adjustment – August 2016

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

The Issuer has notified Shareholders and Bondholders that, as a result of the bonus share issue with cash dividend alternative to Shareholders on Record Date on 12 August 2016 (as announced on 14 June 2016), the Convertible Bond Conversion Price has been adjusted from GBP7.9214 to GBP7.8400 in accordance with the Conditions (including, but not limited to, the definition of “Dividend”, and Conditions 6(b)(ii), 6(b)(iii) and 6(f)), effective 10 August 2016.

In accordance with Condition 11(xii), the Conversion Price is determined using the following aggregate amounts;

Cash dividends paid ZAR 648,347,074

Bonus shares issued 387,339

Conversion Price Adjustment – August 2017

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

The Issuer has notified Shareholders and Bondholders that, as a result of the bonus share issue with cash dividend alternative to Shareholders on Record Date on 4 August 2017 (as announced on 30 June 2017), the Convertible Bond Conversion Price has been adjusted from GBP7.8400 to GBP7.7613 in accordance with the Conditions (including, but not limited to, the definition of “Dividend”, and Conditions 6(b)(ii), 6(b)(iii) and 6(f)), effective 2 August 2017.

In accordance with Condition 11(xii), the Conversion Price is determined using the following aggregate amounts;

Cash dividends paid ZAR 303,313,604 (of the ZAR303,313,604 Cash Dividends paid, ZAR182,237,593 has been reinvested in terms of the Cash Dividend Reinvestment Option for the issue of 2,921,879 shares)

Bonus shares issued 1,665,162