Brait : Rights Offer results announcement

Brait SE

(Registered in Malta as a European Company) (Registration No.SE1)

Share code: BAT ISIN: LU0011857645

Bond codes: WKN: A1Z6XC ISIN: XS1292954812 and WKN: A2SBSU ISIN: XS2088760157

LEI code: 549300VB8GBX4UO7WG59 ("Brait" or the "Company")

This announcement is for information purposes only and does not contain or constitute an offer of, or the solicitation of an offer to buy, any securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

RESULTS ANNOUNCEMENT REGARDING BRAIT'S ZAR5.25 BILLION FULLY COMMITTED AND UNDERWRITTEN RIGHTS OFFER AND ZAR0.35 BILLION TOP-UP SUBSCRIPTION

1. Introduction

Unless otherwise stated, capitalised terms used in this announcement have the same meaning as given in the Rights Offer Circular published on Monday, 27 January 2020.

Shareholders are referred to the announcement released on SENS and the website of the LuxSE on Tuesday,

21 January 2020 declaring that the Company was to undertake:

• a fully committed and underwritten, renounceable rights offer on a pre-emptive basis to Qualifying Shareholders at the Offer Price to raise in aggregate ZAR5.25 billion; and
• a potential non-pre-emptive specific issue of ordinary shares issued at the Offer Price to raise in aggregate ZAR0.35 billion

(collectively, the Equity Capital Raise).

2. Results of the Rights Offer

The Rights Offer closed at 11:00 (CET)/12:00 (SAST) on Friday, 14 February 2020 and the Board advises that Brait has successfully raised ZAR5.25 billion in terms of (i) New Shares taken up by Shareholders (or their renouncees) that followed their Rights and subscribed for New Shares and (ii) Excess New Shares allocated to Qualifying Shareholders pursuant to excess applications. The results of the Rights Offer are set out below:

	Number of New	Percentage of New
	Shares	Shares
New Shares available for subscription	795,454,545	100%
Aggregate subscription for New Shares	791,382,544	99.5%
Applications for Excess New Shares	191,409,966	24.1%

Excess New Shares allocated	4,072,001	0.5%
New Shares allocated pursuant to Underwriting Agreement	0	0.0%

As the Rights Offer was fully subscribed after taking into account excess applications received, the Underwriters were not required to subscribe for any New Shares in terms of the Rights Offer.

3. Issue of New Shares

Share certificates are to be posted to Certificated Shareholders who followed their Rights on Monday, 17 February 2020. The custody accounts with CSDPs or brokers of Dematerialised Shareholders who have followed their Rights (or their renouncees) were credited with their New Shares and debited with the relevant subscription price on Monday, 17 February 2020.

4. Excess applications

Brait received applications for 191,409,966 Excess New Shares of which 4,072,001 Excess New Shares were allocated resulting in 187,337,965 applications, equivalent to approximately ZAR1.24 billion, not being allocated. Excess New Shares were allocated on a pro rata basis to Qualifying Shareholders who applied for Excess New Shares by taking into account the number of Shares held by the Qualifying Shareholder prior to the Rights Offer and the number of New Shares taken up pursuant to the Rights Offer.

The custody accounts with CSDPs or brokers of Dematerialised Shareholders who made applications for Excess New Shares will be credited with the Excess New Shares and debited with the relevant subscription price on Wednesday, 19 February 2020. Consequently, such Dematerialised Shareholders should ensure that their custody accounts with their CSDPs or brokers are funded accordingly and timeously in order to be issued with their Excess New Shares pursuant to their excess applications.

Share certificates will be posted to Certificated Shareholders who obtained Excess New Shares on Wednesday, 19 February 2020.

Refund payments in respect of unsuccessful applications for Excess New Shares will be made to the relevant applicants on or about Wednesday, 19 February 2020.

5. Top-Up Subscription

Pursuant to the Rights Offer, the Ethos Underwriters have subscribed for New Shares to the aggregate value of ZAR1 billion via Rights renounced to the Ethos Underwriters by Titan. In addition, pursuant to the Underwriting Agreement, the Ethos Underwriters committed to underwrite New Shares not taken up under the Rights Offer to the aggregate value of ZAR350 million. Given that the Ethos Underwriters did not subscribe for New Shares pursuant to their underwriting commitment in the Rights Offer, Brait has undertaken a non-pre-emptive specific issue of 53,030,303 New Shares to the Ethos Underwriters having a value at the Offer Price of ZAR350 million, by way of the Top-Up Subscription. The New Shares relating to the Top-Up Subscription were issued to Ethos on Monday, 17 February 2020.

Any Shares acquired by the Ethos Underwriters will be subject to a customary lock up for 90 days post the Rights Offer and may not be disposed of, whether directly or indirectly, without the prior written consent of Brait.

6. Issued share capital post the Equity Capital Raise

Following the Equity Capital Raise, Brait's number of issued shares (excluding treasury shares) has increased from 471,507,956 to 1,319,992,804. This excludes the 54,091,259 Treasury Shares which are in the process of being cancelled pursuant to the resolution passed at the EGM on 14 January 2020.

San Gwann, Malta

17 February 2020

Brait´s primary listing is on the Euro MTF market of the Luxembourg Stock Exchange and its secondary listing is on the exchange operated by the JSE Limited.

Financial advisor and Sponsor to Brait:

Rand Merchant Bank, a division of FirstRand Bank Limited

International Legal advisor to Brait:

Linklaters LLP

South African Legal advisor to Brait:

DLA Piper Advisory Services Proprietary Limited

Important Notice and Disclaimer

The release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Brait disclaims any responsibility or liability for the violation of such requirements by any person.

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

Neither this announcement nor the Rights Offer constitutes an ''offer to the public'' in South Africa in terms of the South African Companies Act No. 71 of 2008, as amended.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities legislation of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. The securities referred to herein may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable

securities laws of any state or other jurisdiction of the United States. There has been and will be no public offering of the securities referred to herein in the United States.

This announcement contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Forward-looking statements often use words such as such as "target", "believe", "expect", "may", "estimate", "plan", "will", "would", "could" and any other words and terms of similar meaning or the negative thereof. Undue reliance should not be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Brait's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements speak only as at the date of this announcement, and Brait expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this announcement.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.