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BRAIT SE - Redemption (including cash dividend) and delisting of the Companys preference shares

Release Date: 23/12/2015 08:00
Code(s): BATP BAT     PDF:  
Wrap Text
Redemption (including cash dividend) and delisting of the Company’s preference shares

Brait SE
(Registered in Malta as a European Company)
(Registration No.SE1)
Share code: BAT ISIN: LU0011857645
Share Code: BATP ISIN: MT0000680208
Bond code: WKN: A1Z6XC ISIN: XS1292954812
(“Brait” or “the Company”)


REDEMPTION (INCLUDING CASH DIVIDEND) AND DELISTING OF THE COMPANY’S
PREFERENCE SHARES


Shareholders are referred to the announcements released on the website
of the Luxembourg Stock Exchange (“LuxSE”) and on the Stock Exchange
News Service of the JSE Limited (“JSE”), on 9 November 2015 and 1
December 2015 regarding the amendment to the Company’s memorandum of
association (“MOA”) to allow for a potential redemption and delisting
of the Company’s preference shares and authority to buy back up to
seventy five percent (75%) of the Company’s preference shares.

Shareholders are advised that the Brait board has taken the decision
to redeem all of the Company’s preference shares in accordance with
clauses 9.4.2.5 and 9.4.4 of the Company’s MOA (“Redemption”). The
Redemption will be followed by the subsequent delisting of the
preference shares from both the LuxSE and the JSE.

The Redemption and payment in respect thereof will occur on 18 January
2016 (“Redemption Date”) and will equal the aggregate of:
   a) ZAR100.00 being the Deemed Issue Price (as defined in the MOA);
      and
   b) a gross cash dividend of ZAR3.02027 (ZAR2.56723 net of dividend
      withholding tax) per preference share for the period from 1
      October 2015 to the Redemption Date (“Dividend”)
(together, comprising “the Redemption Amount”).

BDO Corporate Finance (Pty) Limited, the independent expert to Brait,
have confirmed that further to their opinion set out in the circular
to shareholders dated 9 November 2015, the Redemption Amount remains
fair.

The salient dates in respect of the preference shares are as follows:
                                                            2016
Last day to trade to receive the Redemption Amount:       8 January
Suspension of trading from the LuxSE and JSE:            11 January
Record date:                                             15 January
Payment of the Redemption Amount and Redemption:         18 January
Termination of listing on the LuxSE and JSE will
occur prior to commencement of trade on:                 19 January

Share certificates may not be dematerialised or rematerialised after
Friday, 8 January 2016.

Preference shareholders registered on the Luxembourg register who
prefer their Redemption Amount proceeds 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 Redemption Amount proceeds
in Euro are advised that the Dividend is 18.16189Euro cents per share
and the Deemed Issue Price is 605.39650 Euro cents per share, and has
been determined using the Euro/Rand exchange rate in Malta at 11:00
CET on Wednesday 23 December 2015.

Any holder of preference shares who is:
i) resident in Malta; or
(ii) not resident in Malta but 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:
a) resident in an EU Member State (excluding Malta); or
(b) 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.

A dividend withholding tax of 15% will be applicable on the Dividend to all
preference shareholders on the South African register who are not exempt from
such tax. The dividend will be distributed by Brait SE and is regarded as a
foreign dividend.

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.


The Company’s primary listing is on the Euro MTF market of the LuxSE
and its secondary listing is on the JSE.

Malta
23 December 2015


Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 23/12/2015 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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