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BAT - BRAIT S.A.,Societe Anonyme - Brait announces a R6BN capital raising, restructures its business BRAIT S.A.,Societe Anonyme (incorporated in Luxembourg) (RC Luxembourg B-13861) JSE Code: BAT Issuer code: BRAIT ISIN code: LU 0011857645 Media release BRAIT ANNOUNCES A R6BN CAPITAL RAISING, RESTRUCTURES ITS BUSINESS MODEL AND ACQUIRES SIGNIFICANT STAKES IN PEPKOR AND PREMIER FOODS Brait S.A. today announced that it is evolving its business model from being a manager of third party funds to becoming an investment company. The move will support the company`s growth strategy and enable it to continue leveraging its extensive investment experience while raising capital in a more efficient manner. The newly evolved model will see the Brait investment team utilising their unique skills and track record for the direct benefit of shareholders in Brait. Instead of only raising private capital from third party investors to fund its private equity investment programme, Brait will raise capital from time to time in the public equity capital markets and invest this capital directly into predominantly privately owned companies based in South Africa. Brait will raise an initial R6bn through a fully underwritten rights issue, the bulk of which will fund the acquisition of significant stakes in Pepkor and Premier Foods. This move will ensure that Brait`s highly experienced and successful investment team can focus purely on deploying capital and driving value from underlying assets. The Board of Brait believes that the evolution of its business model should mean that Brait could replicate its leading private equity fund return profile more directly for Brait Shareholders. There will also be an organisational restructuring in line with the shift in the business model and as part of that Brait CEO Antony Ball will step down from his current position, with Brait executive director and private equity CEO John Gnodde assuming executive leadership of the group as CEO of Brait South Africa. Antony Ball will become a nonexecutive director of the newly restructured group and will retain his responsibilities towards Brait IV (the third party fund raised in 2006 and which is currently substantially fully invested). John Gnodde commented: "As our track record shows, we have always strived to be at the forefront of the most efficient and effective investment models, with long term capital appreciation as the ultimate goal. The reorganisation means that Brait can evolve into an even more efficient, longer-term value- driven, investment-growth business. We`ll be able to deploy capital more efficiently and with greater flexibility and I think the move positions us to become a shareholder of reference in market leading businesses." Brait will acquire 24.6% of Pepkor and obtain a further exposure of 10.3% to Pepkor through an SPV. Furthermore, Brait will acquire 49.9% of Premier Foods and in due course will make other significant investments as those opportunities present themselves. In addition, Pepkor chairman Christo Wiese, through a targeted shareholding of 33%, becomes an anchor shareholder in, and non-executive director of, Brait. Christo Wiese`s vast experience as a successful entrepreneur in the South African business environment will bring complementary expertise to the Brait investment team. His investment in Brait is also a strong endorsement of the proposed new business model. The R6bn capital raising through the rights issue is underwritten by an entity controlled by Christo Wiese, the Brait Investment Team and Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB"). The Investment Team will invest alongside all shareholders to ensure complete alignment of interests. No net fees will be payable to the Investment Team, ensuring the maximum return for ordinary shareholders. The Board of Brait believes that going forward, there is an opportunity to maintain the existing strengths of the private equity model while, for the first time, tapping into the strategic benefits of raising funds from the public equity markets through a listed vehicle. Public equity markets will provide a more permanent form of capital, thereby complimenting the existing private equity funds. As part of the re- organisation process, the company expects to realise significant cost savings because of the reorganisation. The new model means shareholders can participate directly in investments through a capital efficient structure. There will be minimal cash drag, efficient and prudent use of bank debt and an alignment to proven private equity style returns with full value accrual to shareholders. The transactions also provide concentrated, large exposures in successful private portfolio companies. RMB is advising Brait on the restructuring and capital raising. Ends Enquiries Brunswick +2711 502 7300 Rob Pinker +28 83 326 7794 Itumeleng Mahabane +27 83 284 6774 Brait John Gnodde +27 82 3899821 RMB Paul Roelofse +27 82 379 9337 2 March 2011 Merchant bank and sponsor RAND MERCHANT BANK (a division of FirstRand Bank Limited) Date: 02/03/2011 07:16:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). 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