Intervid Limited - Change To The Board of Directors

Brait SE

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

Share code: BAT ISIN: LU0011857645 Share Code: BATP ISIN: MT0000680208

('Brait' or 'the Company')


VOLUNTARY ANNOUNCEMENT: DISPOSAL OF INTEREST IN STEINHOFF AND ACQUISITION OF ADDITIONAL INTEREST IN ICELAND FOODS


DISPOSAL OF INTEREST IN STEINHOFF


Shareholders are referred to the announcements released on the website of the Luxembourg Stock Exchange and on the Stock Exchange News Service of the JSE Limited ('SENS') regarding Brait's disposal of its 37.06% interest in Pepkor Holdings Proprietary Limited ('Pepkor') to Steinhoff Group ('Steinhoff'). On 31 March 2015, Brait received R15 billion in cash and 200 million Steinhoff shares in settlement of the Pepkor disposal consideration.


As indicated in previous announcements and investor communications, Brait's minority shareholding in Steinhoff was not aligned with the Company's strategy of acquiring majority stakes in sizeable unlisted companies. Shareholders are accordingly advised that Brait has sold its 200 million Steinhoff shares through block trades in the market, facilitated by Legae Securities, for a consideration of approximately R16 billion. A significant portion of these shares were sold at a price approximating the Steinhoff 30-day volume weighted average price traded on the Johannesburg Stock Exchange preceding the date of the sale.


The Company intends to apply the disposal proceeds towards the full settlement of its R14.2 billion debt obligations. The balance of the proceeds will be used for future investment activities and capital management.


ACQUISITION OF ADDITIONAL INTEREST IN ICELAND FOODS


Brait, through its wholly-owned subsidiary Brait Mauritius Limited, has reached agreement to acquire a further 38% of Iceland Foods for GBP172 million. The acquisition is subject to anti-trust clearance from the Irish and Maltese authorities.


This transaction will increase Brait's stake in Iceland Foods to 57% and is in line with Brait's strategy of acquiring majority stakes in sizeable unlisted companies.

Management will retain 43%, whilst the vendors are Lord Graham Kirkham and the Landmark Group.


Brait has been invested in Iceland Foods since March 2012 and believes it is now opportune to increase its shareholding. Brait's key investment considerations particular to Iceland Foods reflect a company that:


  • is well positioned with its value-end proposition for the current and medium-term economic climate prevailing in the UK;

  • is a market leader and best known for its large range of quality and innovative private label frozen foods;

  • has an extensive footprint of 858 stores in convenient high street locations across the UK,

  • has strong cash flow generation from operations, which, post capital expenditure, has averaged 89% of EBITDA for the past three years;

  • has the Founder and a strong, experienced management team who are significantly invested; and

  • has made good progress with the new Food Warehouse concept stores which offer extended ranges of specialty frozen, chilled and fresh produce.


The consideration for the above transaction will be paid from the proceeds of Brait's recent GBP350 million convertible bond issuance.


Brait, the Founder and management are excited about partnering each other in taking Iceland Foods into its next chapter.


2 October 2015


Investment bank and sponsor

RAND MERCHANT BANK (A division of FirstRand Bank Limited)


Stockbroker Legae Securities


Brait's primary listing is on the Euro MTF market of the Luxembourg Stock Exchange and its secondary listing is on the Johannesburg Stock Exchange.

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