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Notice of extraordinary general meeting
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" or the "Group")
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN AND ANY
OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE OR MAKING OF
THE RIGHTS OFFER WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
1. Introduction
Shareholders are referred to the announcement published by the Company this morning, Monday, 3
June 2024, regarding Brait's proposed recapitalisation and update on the Group's portfolio company
performance ("Recapitalisation Announcement").
Capitalised terms defined in the Recapitalisation Announcement have been used in this
announcement.
The Recapitalisation Announcement notes that a Shareholder EGM will be convened, at which the
ordinary resolutions necessary to empower the Board to authorise and implement the Rights Offer will
be considered and, if deemed fit, passed by the requisite majority of votes of shareholders.
2. Notice of Shareholder EGM
Notice is hereby given that an EGM of the Company's shareholders will be convened on Tuesday, 2
July 2024 in order to consider and, if deemed fit, to pass, with or without modification, the ordinary
resolutions necessary to authorise and empower the board of directors of Brait to issue and allot new
Brait ordinary shares, or grant rights or options to subscribe for or exchange into new Brait ordinary
shares, in connection with the Recapitalisation. The approval of a simple majority of voting rights
attached to the shares represented and entitled to vote at the EGM will be required to pass the ordinary
resolutions pursuant to the Recapitalisation.
Brait has secured irrevocable undertakings from Titan and other shareholders who collectively hold
43% of the Brait ordinary shares outstanding to vote in favour of the ordinary resolutions to be
proposed at the EGM.
The EGM will be held at 4th Floor, The Axis, 26 Bank Street, Ebene 72201, Mauritius at 11:00 (MUT)
(or shortly thereafter in case of delays) on Tuesday, 2 July 2024.
Copies of the circular to shareholders incorporating a notice of the EGM and form of proxy ("Circular")
are available to view, download and print on the 'Investors/Results and reports' section of the
Company's website at www.brait.com (https://brait.investoreports.com/investor-relations/results-and-
reports/) and are also available for collection, free of charge, during normal business hours on any
business day up until close of the EGM from 4th Floor, The Axis, 26 Bank Street, Ebene 72201,
Mauritius, Luxembourg Registrar and Transfer Agent and the South African Transfer Secretaries (at
the addresses set out in the Circular).
The salient dates and times pertaining to the EGM, also disclosed in the Circular, are as
follows:
Issuer name Brait P.L.C.
Type of instrument Ordinary shares
ISIN ISIN: LU0011857645
JSE code BAT
Meeting type EGM
Meeting venue 4th Floor, The Axis, 26 Bank Street, Ebene
72201, Mauritius
Record date – to determine which shareholders are entitled to receive Friday, 24 May 2024
the notice of EGM
Publication/posting date Monday, 3 June 2024
Last day to trade – Last day to trade to determine eligible shareholders Tuesday, 25 June 2024
that may attend, speak and vote at the EGM
Record date – Record date to determine eligible shareholders that may Friday, 28 June 2024
attend, speak and vote at the EGM
EGM deadline date for submission of forms of proxy or letters of 11h00 (MUT) on Monday, 1 July 2024
representation
EGM date 11h00 (MUT) on Tuesday, 2 July 2024
Publication EGM results As soon as possible following the EGM on
Tuesday, 2 July 2024
Company's weblink to notice of EGM https://brait.investoreports.com/investor-
relations/results-and-reports/
Port Louis, Mauritius
3 June 2024
Brait's primary listing (ordinary shares) is 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"). Brait'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
Financial Advisor, JSE Equity and Debt Sponsor:
Rand Merchant Bank ("RMB"), a division of FirstRand Bank Limited
SEM Authorised Representative and Sponsor:
Perigeum Capital Limited
South African Legal counsel:
DLA Piper Advisory Services Proprietary Limited
English counsel on the Convertible Bonds:
DLA Piper UK LLP
South Africa Legal Advisor on the Exchangeable Bonds
Webber Wentzel
English counsel to Rand Merchant Bank
Milbank LLP
South African counsel to RMB
Bowman Gilfillan
Important Notice and Disclaimer
The release, publication or distribution of this announcement in jurisdictions other than South Africa may
be restricted by law and therefore persons into whose possession this announcement comes should
inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply
with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, Brait disclaims any responsibility or liability for the violation of
such requirements by any person.
This announcement is for information purposes only and is not intended to and does not constitute, or
form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any
solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any
jurisdiction. Persons needing advice should consult an independent financial adviser. The information
contained in this announcement is not for release, publication or distribution to persons in any jurisdiction
where to do so might constitute a violation of local securities laws or regulations. The information in this
announcement does not purport to be full or complete and is subject to change without notice.
Neither this announcement nor the Rights Offer constitutes an ''offer to the public'' in South Africa in
terms of the South African Companies Act 71 of 2008, as amended.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or under the securities legislation of any state or other
jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan.
The securities referred to herein may not be offered , sold, pledged, taken up, exercised, resold,
transferred or delivered, directly or indirectly, into or from the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offering of the securities referred to herein in the United States.
This announcement is only being distributed to and is only directed at: (i) persons who are outside the
United Kingdom; or within the United Kingdom (ii) persons who are qualified investors within the meaning
of article 2(e) of Regulation (EU) 2017/1129 (as it forms part of domestic law in the UK by virtue of the
European Union (Withdrawal) Act 2018 ("UK Prospectus Regulation"); (iii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order; or (iv) persons to whom it may otherwise lawfully be communicated (all such persons together
being referred to as "Relevant Persons"). The rights offer shares are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such rights offer shares will be engaged
in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this
announcement or any of its contents.
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of
the Financial Services and Markets Act 200 ("FSMA") by, a person authorised under FSMA. This
announcement is being distributed and communicated to persons in the United Kingdom only in
circumstances in which section 21(1) of FSMA does not require approval of the communication by an
authorised person. This announcement has been issued by, and is the sole responsibility of, Brait.
In any member state of the European Economic Area (other than the United Kingdom) that has
implemented Regulation (EU) 2017/1129 (the "Prospectus Regulation"), this announcement is only
addressed to and is only directed at qualified investors in that member state within the meaning of the
Prospectus Regulation.
No offering document or prospectus will be made available in connection with the matters contained or
referred to in this announcement and no such offering document or prospectus is required to be published,
in accordance with the Prospectus Regulation and the UK Prospectus Regulation.
This announcement contains forward-looking statements that are based on current expectations or
beliefs, as well as assumptions about future events. Forward-looking statements often use words such as
such as "target", "believe", "expect", "may", "estimate", "plan", "will", "would", "could" and any other words
and terms of similar meaning or the negative thereof. Undue reliance should not be placed on any such
statements because they speak only as at the date of this announcement and, by their very nature, they
are subject to known and unknown risks and uncertainties and can be affected by other factors that could
cause actual results, and Brait's plans and objectives, to differ materially from those expressed or implied
in the forward-looking statements. Forward-looking statements speak only as at the date of this
announcement, and Brait expressly disclaims any obligations or undertaking to release any update of, or
revisions to, any forward-looking statements in this announcement.
The information in this announcement may not be forwarded or distributed to any other person and may
not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of
this information in whole or in part is unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other jurisdictions.
Date: 03-06-2024 07:10:00
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