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”) BRAIT’S PROPOSED ACQUISITION OF A c.80% INTEREST IN VIRGIN ACTIVE AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction Further to the cautionary announcement released on the website of the Luxembourg Stock Exchange (“LuxSE”) and on the Stock Exchange News Service (“SENS”) of the Johannesburg Stock Exchange (“JSE”) on 2 April 2015, shareholders in Brait (“Shareholders”) are advised that Brait’s wholly owned subsidiary, Brait Mauritius Limited, has entered into a conditional agreement, primarily with Darwin Holdings S.a.r.l, a wholly owned subsidiary of certain funds (“CVC Funds”) managed and advised by subsidiaries of CVC Capital Partners SICAV-FIS S.A. and Virgin Group Holdings Limited (“Virgin Group”), to acquire a c.80% interest in the international health club operator Active Topco (“Virgin Active”) (“the Acquisition”) for c.GBP682 million (before adjustment as detailed in section 4 below). 2. Overview of Virgin Active Virgin Active was founded in the United Kingdom in 1999 and is one of the world's leading international health club operators with 267 clubs in 9 countries across 4 continents at 31 December 2014. Virgin Active has a leading position in South Africa and the United Kingdom, as well as attractive positions in Italy, Spain and Portugal. Virgin Active also has a presence in Thailand, Singapore and Australia providing opportunities within the fast growing Asia Pacific health club market. Virgin Active has over 1.3 million members worldwide and generated c.GBP630 million in revenue for the year ending 31 December 2014. 3. Rationale for the Acquisition Virgin Active is a high-quality, consumer facing growth asset, with a combination of emerging and developed market exposure. Virgin Active is attractive to Brait for the following reasons: Excellent financial track record. Virgin Active has demonstrated double digit CAGR in revenue and EBITDA over the past 10 years; Strong cash flow generation; High degree of earnings visibility; Aspirational global consumer brand; Health club offering positioned for positive macro health and wellness trends; An experienced, aligned and proven management team; Geographical diversification of operations and earnings; Platform for future growth, particularly in Africa and Asia. 4. Summary of the key terms of the Acquisition Brait will acquire a c.80% interest in Virgin Active, primarily from CVC Funds and the Virgin Group. The Virgin Group will continue to hold a c.20% interest. The existing management team will be retained and will be reinvesting alongside Brait and the Virgin Group. The Acquisition is at an enterprise value of c.GBP1.3 billion and an equity value of c.GBP870 million for the entire issued share capital as at 31 December 2014. The consideration payable by Brait of c.GBP682 million for a c.80% interest will increase at a rate of 5% per annum from 31 December 2014 (“the Effective Date”) to closing and be reduced by certain pre-Acquisition expenses (“Purchase Consideration”). Brait will fund the Purchase Consideration using cash on hand. 5. Conditions precedent The implementation of the Acquisition is subject to the approval by the South African and Namibian competition authorities. 6. Withdrawal of cautionary announcement Shareholders are advised that, as a result of the publication of this announcement, the cautionary announcement of 2 April 2015 is hereby withdrawn and that caution is no longer required to be exercised by Shareholders when dealing in their Brait shares. Malta 16 April 2015 The Company’s primary listing is on the Euro MTF market of the LuxSE and secondary listing on the JSE. Joint investment banks to Brait Rand Merchant Bank (A division of FirstRand Bank Limited): Leveraged Finance The Standard Bank of South Africa: Corporate Finance United Kingdom attorneys Linklaters LLP South African attorneys DLA Cliffe Dekker Hofmeyr European legal advisor M Partners S.à r.l. (A member of Maitland Legal) Sponsor to Brait Rand Merchant Bank (A division of FirstRand Bank Limited)
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