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Preference share cash dividend declaration, posting of Circular and notice of EGM
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”)
Preference share cash dividend declaration, authority for a Potential Preference Share
Redemption and authority for a Buy Back, posting of Circular and notice of EGM
Preference share cash dividend
Notice is hereby given that the Directors have declared an interim gross cash dividend of 487.23
ZAR cents (414.1455 ZAR cents net of dividend withholding tax) per preference share for the
period from 1 April 2015 to 29 September 2015 (“Dividend”).
A dividend withholding tax of 15% will be applicable to all preference shareholders who are not
exempt from such tax.
2015
The salient dates for the Dividend are as follows:
Friday, 27 November
Last day of trade to receive the Dividend
Monday, 30 November
Shares commence trading ‘ex’ Dividend
Friday, 4 December
Record date
Monday, 7 December
Payment of the Dividend
Share certificates may not be dematerialised or rematerialised between Monday, 30 November
2015 and Friday, 4 December 2015, both days inclusive.
Preference shareholders registered on the Luxembourg register who prefer their dividends to be
paid in Euro, are advised to inform their participants accordingly and provide their banking
details to their participants by the required deadline in terms of their agreements entered into
with their participants.
Preference shareholders who receive their dividends in Euro are advised that the Dividend is
32.1133Euro cents per share, and has been determined using the Euro/Rand exchange rate in
Malta at 12:00 on Friday 6 November 2015.
Any holder of preference shares who is (i) not resident in Malta; but (ii) is owned and controlled
by, directly or indirectly, or acts on behalf of an individual/individuals who is/are ordinarily
resident and domiciled in Malta, in so far as the said shareholder is not (i) resident in an EU
Member State (excluding Malta); or (ii) resident in a country with which Malta has concluded a
double taxation arrangement, is obliged to inform Brait so as to ensure adequate compliance
with the requirements of Maltese law. Failure to notify Brait accordingly may expose the holder
of preference shares to penalties and interest arising in terms of Maltese law.
As at the date of this announcement, the issued share capital comprises 520,624,835 ordinary
shares of EUR0.22 each and 20 000 000 cumulative, non-participating preference shares of
EUR0.01 each.
Authority for a Potential Preference Share Redemption and authority for a Buyback
1. Introduction
The Directors are proposing that:
i. the Company amend its memorandum of association (“MOA”) to allow for a potential
redemption if the Brait board or committee thereof believes it is in the interests of the
Company and the resultant cancellation of all the preference shares at a specific redemption
amount (“Potential Preference Share Redemption”); and
upon the Potential Preference Share Redemption, the primary listing of the preference
shares on the Lux SE and their secondary listing on the stock exchange operated by the
JSE Limited would be terminated (the “Delisting”); and
ii. the Shareholders provide the Company with the authority for the Company to buy back up to
seventy five percent (75%) of the preference shares (“Buy Back”).
2. Rationale for the authority for a Potential Preference Share Redemption and fairness
opinion
The Company believes that given the surplus liquidity created as a result of Brait’s disposal
of its interests in Steinhoff International Limited and the recent issuance of the Company’s
GBP350m convertible bond, it is in the best interests of the Company to give the Directors
the flexibility to effect the Potential Preference Share Redemption and Delisting of all of the
preference shares currently in issue when, in their discretion, the timing is appropriate for
such steps.
BDO Corporate Finance (Pty) Limited, the independent expert to Brait, has considered the
terms and conditions of the Potential Preference Share Redemption and, based on and
subject to the conditions set out in its opinion letter included in the below mentioned
Circular, is of the opinion that the terms and conditions of the Potential Preference Share
Redemption, based on quantitative considerations, are fair to preference shareholders.
3. Rationale for the authority for a Buy Back
The Brait board is also proposing to obtain authority to make on and off market purchases of
its preference shares, for similar reasons as set out in paragraph 2, so as to buy back
preference shares from those shareholders who are interested in selling their preference
shares. The acquisition of preference shares by the Company would be subject to the
conditions and limitations set out in the Maltese Companies Act and to the terms set out in
the proposed resolution contained in the notice of EGM.
Posting of circular and notice of EGM
A circular setting out, inter alia, the details of the proposed amendments of the MOA to provide
the Company with the authority for a Potential Preference Share Redemption, in addition to the
authority for a Buyback and including a notice of extraordinary general meeting (“EGM”)
convening separate EGM’s of Brait preference shareholders and ordinary shareholders
(collectively “Shareholders”) in order to consider and, if deemed fit, pass the above resolutions
has been posted to Shareholders today (“Circular”).
In the event that delays are experienced in the receipt of the Circular, Shareholders can call
+356 21 446 377 or e-mail invest@brait.com, in order to request an electronic version of the
Circular. Those Shareholders whose email addresses and/or mobile phone numbers have been
communicated to the Company, either directly or via their CSDPs or brokers, will today receive
SMS notification of the availability of the Circular and/or an email containing a hyperlink through
which an electronic copy of the Circular can be accessed. The Circular is also available on the
Company’s website, www.brait.com.
The salient dates for the EGM are as follows: 2015
Record date by which Shareholders must be registered as such in Friday, 30 October
order to receive the Circular on
Circular posted to Shareholders on Monday, 9 November
Last day to trade in ordinary shares and preference shares in Friday, 13 November
order to be eligible to participate in and vote at the EGM on
Record date to determine which Shareholders are entitled to Friday, 20 November
participate in and vote at the EGM on
Submission of form of proxy to the Luxembourg Registrar and Sunday, 29 November
Transfer Agent or South African Transfer Secretaries by 14.00
CET for the EGM of the holders of ordinary shares and 14.30 CET
for the EGM of the holders of preference shares on
Submission of form of proxy to the Company’s registered office by Monday, 30 November
14.00 CET for the EGM of the holders of ordinary shares and
14.30 CET for the EGM of the holders of preference shares on
EGM of the holders of ordinary shares to be held at the Tuesday, 1 December
Company’s registered office, 4th Floor, Avantech Building, St
Julian’s Road, San Gwann, SGN, 2805, Malta at 14.00 CET on
EGM of the holders of preference shares to be held at the Tuesday, 1 December
Company’s registered office, 4th Floor, Avantech Building, St
Julian’s Road, San Gwann, SGN, 2805, Malta at 14.30 CET on
Results of the EGM to be published on the website of the LuxSE Tuesday, 1 December
and on SENS on
Group unaudited interim results for the six months ended 30 September 2015 will be released
on Tuesday 17 November 2015.
Malta
9 November 2015
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 09/11/2015 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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