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BRAIT SE
(Registered in Malta as a European Company)
(Registration No.SE1)
Share code: BAT & ISIN: LU0011857645
(a''Braita'' or a''the Companya'')
NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING, POSTING
OF BONUS SHARE ISSUE CIRCULAR, POSTING OF APPROVAL CIRCULAR AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
No change statement
Shareholders are advised that the annual financial statements have
been distributed to shareholders today, 3 July 2012 and contain no
modifications to the audited results which were published on SENS
on 6 June 2012.
Notice of the annual general meeting
Notice is hereby given that the annual general meeting (a''AGMa'') of
Brait shareholders will be held at Avantech Building (4th floor),
St Juliana''s Road, San Gwann, SGN 2805, Malta on Wednesday, 25 July
2012 at 09:00 CET to transact the business as stated in the annual
general meeting notice forming part of the annual financial
statements and which business includes the resolutions necessary
to implement the Bonus Share Issue referred to below.
POSTING OF BONUS SHARE ISSUE CIRCULAR
Further to the announcement released on SENS on 22 June 2012,
shareholders are advised that the Bonus Share Issue circular and
form of election, containing full details of the Bonus Share Issue
and Cash Dividend Alternative, have been distributed together with
the annual financial statements today, 3 July 2012.
POSTING OF APPROVAL CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL
MEETING TO CREATE PREFERENCE SHARES
Brait wishes to advise shareholders that a circular, including a
notice of Extraordinary General Meeting (a''EGMa''), has been
distributed together with the annual financial statements today, 3
July 2012 (a''Approval Circulara''). The purpose of the Approval
Circular is to furnish shareholders with information relating to
the proposed resolutions and to convene the EGM.
Brait intends entering into a new capital raising programme in
order to make capital available for investment purposes without
causing dilution to the ordinary shareholders. The capital raising
will be in the form of listed Preference Shares, to be issued over
a period of 18 (eighteen) months for a maximum number of 20 000
000 (twenty million) Preference Shares. The detailed terms and
conditions are set out in the Approval Circular.
1. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF
ASSOCIATION (a''ARTICLESa'') OF THE COMPANY, AUTHORITY TO ISSUE
PREFERENCE SHARES AND WAIVER OF PRE-EMPTION RIGHTS
Shareholders are advised that the Company intends increasing
its authorised share capital by way of the creation of 20 000
000 (twenty million) cumulative, non-participating Preference
Shares with a nominal value of Euro 0.01 each (a''Preference
Sharesa'').
Accordingly, it is proposed that the Companya''s Articles be
amended to reflect the new authorised share capital and to
record the rights, obligations and privileges attached to the
Preference Shares.
In conjunction with the proposed creation of the Preference
Shares, it is proposed, that shareholders provide the requisite
authority, subject to certain conditions, to issue and list on
the Luxembourg Stock Exchange and the stock exchange operated
by the JSE up to 20 000 000 (twenty million) Preference Shares
over a period of up to 18 (eighteen) months from the date of
publication of the prospectus to be issued in terms of the
offer for subscription of the Preference Shares by way of a
private placement.
Further, it is proposed that shareholders approve the
disapplication of pre-emption rights by way of a separate
resolution insofar as these rights relate to the Preference
Shares.
2. NOTICE OF EGM
Notice is hereby given to all the Members, Directors and
Auditors of Brait SE of the EGM to be held at Avantech Building
(4th floor), St Juliana''s Road, San Gwann, SGN 2805, Malta on
Wednesday 25 July 2012 at 10:00 CET to consider and, if deemed
fit, pass the resolutions proposed above, as set out in the
notice of EGM included in the Approval Circular.
SALIENT DATES AND TIMES
The salient dates in respect of the AGM and EGM are as follows:
Record date to determine which shareholders are
entitled to receive the notice of AGM and EGM Friday, 22 June 2012
Last day to trade in order to be eligible to
participate and vote at the AGM and EGM Friday, 13 July 2012
Record date to determine which shareholders are
entitled to participate and vote at the AGM and
EGM Friday, 20 July 2012
Forms of proxy for the AGM to be lodged at the Tuesday, 24 July 2012
address mentioned above by no later than 09:00
(CET) on*
Forms of proxy for the EGM to be lodged at the
address mentioned above by no later than 10:00
(CET) on* Tuesday, 24 July 2012
*any proxies not lodged by this time must be handed to the
chairperson of the AGM/EGM immediately prior to the AGM/EGM.
3 July 2012
Malta
Merchant bank and sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 03/07/2012 09:30:00 Supplied by www.sharenet.co.za
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