| Wed 4 May 2011, 17:30 | | BAT - Brait S.A - Report on proceedings at extraordinary General Meeting |
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BAT
BRAIT
BAT - Brait S.A - Report on proceedings at extraordinary General Meeting
("EGM"), changes to the board of directors and finalisation announcement
BRAIT S.A.
(Incorporated in Luxembourg)
(Registered address: 42, rue de la Vallee, L-2661 Luxembourg)
(RCS Luxembourg B-13861)
ISIN: LU0011857645
Share code: BAT
("Brait" or "the Company")
REPORT ON PROCEEDINGS AT EXTRAORDINARY GENERAL MEETING ("EGM"), CHANGES TO
THE BOARD OF DIRECTORS AND FINALISATION ANNOUNCEMENT
Holders ("Shareholders") of ordinary shares of no par value in Brait ("Brait
Shares") are referred to the announcement released on SENS and on the website
of the Luxembourg Stock Exchange ("LuxSE") on Monday, 4 April 2011 and in the
press on Tuesday, 5 April 2011 ("Announcement") and the circular to
Shareholders dated Monday, 18 April 2011 (the "Circular") relating to Brait`s
ZAR5.9 billion capital raising through a fully-underwritten renounceable
rights offer ("Rights Offer"), the potential private placement to the Brait
South Africa Investment Team, the potential private placement to Titan
Nominees (Proprietary) Limited, the acquisition of a 24.6% interest in Pepkor
Holdings Limited ("Pepkor"), the acquisition of an additional 10.3% leveraged
interest in Pepkor through a special purpose vehicle, the acquisition of a
49.9% interest in, plus shareholder loans of ZAR221.2 million against,
Premier Group (Proprietary) Limited and a re-organisation and restructuring
of the Company.
At the EGM of Shareholders held today, Wednesday, 4 May 2011, the ordinary
and special resolutions proposed at the EGM, details of which were contained
in the Circular, were approved by a 99.4% majority by value of the Brait
Shares present or represented.
The conditions precedent to be fulfilled by Brait in order for the Rights
Offer to open on Friday, 13 May 2011 (as set out on pages 21 and 64 of the
Circular) have been fulfilled and the timetable will proceed as set out in
the Circular and Announcement.
As per the circular to Shareholders, the Board has now adopted the format of
a European style investment vehicle which is made up exclusively of non-
executive directors. As a result, Mr. J Gnodde and Mr. S Sithole have both
resigned from the Board. Mr. J Gnodde assumed executive leadership of Brait
on 2 March 2011 when the detailed terms announcement was released to the
market. He will also serve as CEO of Brait South Africa Limited ("BSAL"),
which will enter into investment advisory agreements with other Brait group
companies. Mr. S Sithole will become the Financial Director of BSAL.
Furthermore Mr. B Childs, Mr. J Bodoni and Mr. A Rosenzweig have also
resigned from the Board while Dr. CH Wiese has been appointed as a non-
executive director. Mr. AC Ball and Mr. SJP Weber now become non-executive
directors. All the above changes are effective on 4 May 2011, with the
exception of Mr. AC Ball who became a non-executive director on 2 March 2011
when he resigned as CEO of Brait, as previously communicated to Shareholders.
In summary, the full, wholly non-executive, Board of Brait is as follows
(South African unless indicated otherwise):
Mr. PJ Moleketi (Chairman), Dr. CH Wiese, Mr. AC Ball, Mr. RJ Koch (British),
Mr. HRW Troskie (Dutch), Mr. CS Seabrooke, Mr. C Keogh (British) and Mr. SJP
Weber (Luxembourgish).
4 May 2011
Financial advisor, mandated lead debt arranger and advisor, underwriter and
transaction sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Co debt underwriter
Standard Bank
International legal advisor
M Partners
South African attorneys
Cliffe Dekker Hofmeyr Inc.
Date: 04/05/2011 17:30:01 Produced by the JSE SENS Department.
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