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Dealings in securities by associates of directors
BRAIT P.L.C.
(Registered in Mauritius as a Public Limited Company)
(Registration No. 183309 GBC)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A2SBSU ISIN: XS2088760157
LEI: 549300VB8GBX4UO7WG59
("Brait" or the "Company")
DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS
Titan Premier Investments (Pty) Ltd and its subsidiaries ("Titan") entered into a structured transaction with the
Standard Bank of South Africa Limited ("Standard Bank"), in anticipation of Brait's renounceable rights offer (the
"Rights Offer"). Furthermore, Titan has acquired Brait ordinary shares in terms of the Rights Offer.
Sale of Pre-Rights Offer Shares and Total Return Swap
Titan has underwritten the Rights Offer. Depending on the outcome of the Rights Offer, Titan's interest in Brait could
have exceeded 50%. This would have required various regulatory approvals which was clearly not achievable within
the agreed and announced timelines of the Rights Offer. To ensure that the Rights Offer process was appropriately
managed, and to have sufficient capacity to execute the Rights Offer within the regulatory framework applicable to
Brait and Titan, Standard Bank has acquired Titan's pre-existing Brait shareholding of 454,196,112 Brait ordinary
shares ("Pre-Rights Offer Shares") and entered into a total return swap agreement with Titan on the 6th of August
2024 in respect of the same number of shares. As a result, Titan retains full economic participation in the Pre-Rights
Offer Shares, but Standard Bank is the registered and beneficial owner of the shares and hence is entitled to vote the
relevant shares.
Based on the outcome of the Rights Offer this arrangement will be unwound at the appropriate time following the
delivery of the Rights Offer shares on the 12th of August 2024. At such time, Titan will re-acquire the Pre-Rights Offer
Shares and the total return swap for such shares will be terminated. A further announcement will be made, as
required, in this regard.
Subscription for Brait Shares
Pursuant to the Rights Offer, Titan has subscribed for 977,471,259 Brait ordinary shares.
Titan's cumulative interest in Brait
As of the conclusion of the total return swap and the Rights Offer, Titan has an economic interest in Brait equivalent to
1,443,412,579 shares representing 37.4% of the issued shares in Brait.
Regulatory Notices
In accordance with rule 1001 of the Luxembourg Rules and Regulations, shareholders of the Company are hereby
informed that as a result of the Pre-Rights Offer Shares acquisitions detailed above, Standard Bank's beneficial
shareholding in Brait has increased to 11.89%.
In accordance with rule 1001 of the Luxembourg Rules and Regulations, shareholders of the Company are hereby
informed that as a result of the Pre-Rights Offer Shares sale and the subscription for Brait shares in the Rights Offer
detailed above, Titan's beneficial shareholding in Brait is 25.31%.
In accordance with the requirements of the European Union, the notification and public disclosure of transactions by
persons discharging managerial responsibilities ("PDMRs") and persons closely associated with them is set out below:
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name Titan
2. Reason for the notification
a) Position / status Person Closely Associated with a PDMR*
b) Initial notification / Initial notification
amendment
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction
monitor
a) Name Brait P.L.C
b) LEI 549300VB8GBX4UO7WG59
4.1 Details of the transaction(s) section to be repeated for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial Ordinary shares
instrument, type of instrument
Identification code BAT
b) Nature of the transaction Off-market sale and total return swap of shares
c) Price(s) and volume(s) Price(s) Volume(s)
R0.84 454,196,112
d) Aggregated information
Aggregated volume 454,196,112
Price R381,524,734.08
e) Date of the transaction 06/08/2024
f) Place of the transaction Off-market
4.2 Details of the transaction(s) section to be repeated for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial Ordinary shares
instrument, type of instrument
Identification code BAT
b) Nature of the transaction Subscription for shares in the Rights Offer
c) Price(s) and volume(s) Price(s) Volume(s)
R0.59 977,471,259
d) Aggregated information
Aggregated volume 977,471,259
Price R576,708,042.81
e) Date of the transaction 08/08/2024
f) Place of the transaction Johannesburg Stock Exchange
* Dr CH Wiese is director of Titan and is also a director of Brait P.L.C.
Port Louis, Mauritius
12 August 2024
Brait's Ordinary Shares are primary listed and admitted to trading on the Euro MTF market of the Luxembourg Stock
Exchange ("LuxSE") and its secondary listing is on the exchange operated by the JSE Limited ("JSE"). The Company's
Convertible Bonds are dual listed on the Open Market ("Freiverkehr") segment of the Frankfurt Stock Exchange as well
as the Official Market of the Stock Exchange of Mauritius ("SEM").
LuxSE Listing Agent:
Harney Westwood & Riegels SARL
JSE Sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)
SEM Authorised Representative and Sponsor:
Perigeum Capital Ltd
Date: 12-08-2024 04:00:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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