BRAIT SE - Transaction update: New Look has the requisite approvals for its proposed balance sheet restructuring

Transaction update: New Look has the requisite approvals for its proposed balance sheet restructuring

Brait SE
(Registered in Malta as a European Company)
(Registration No. SE1)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A1Z6XC ISIN: XS1292954812
LEI: 549300VB8GBX4UO7WG59
("Brait")

TRANSACTION UPDATE: NEW LOOK HAS THE REQUISITE APPROVALS FOR ITS
PROPOSED BALANCE SHEET RESTRUCTURING

Further to the announcement released on 14 January 2019 on the
website of the Luxembourg Stock Exchange (“LuxSE”) and on the
Johannesburg Stock Exchange (“JSE”), shareholders in Brait are
advised that the portfolio company New Look Retail Group Limited
(“New Look”) has announced that it has achieved the required
majority thresholds to implement the balance sheet restructuring
transaction aimed at deleveraging and strengthening New Look’s
balance sheet (the “Transaction”). Furthermore, New Look has
received (i) the £80 million interim funding support to allow the
Transaction to be implemented (the “Bridge Facility”) and (ii)
binding commitments for the £150 million of new money (the “New
Money Bonds”) that will be used to refinance the Bridge Facility and
provide New Look with additional liquidity to support the business
in a sustainable manner and cover transaction costs.

To support the implementation and consummation of the Transaction, a
lock-up agreement has been executed by (i) in excess of 95% of
holders of Senior Secured Notes (the “SSNs”) (comprising the
Bondholder Committee, Brait and other consenting senior secured
noteholders), (ii) 75% of the Revolving Credit Facility Lenders and
(iii) the Operating Facility Lender.

Eligible Holders of SSNs who have not yet participated in their pro-
rata proportion of the Bridge Facility and New Money Bonds, based
upon their current SSNs holdings, will have the opportunity to
subscribe to participate until 5.00pm (London time) on Friday 8
February 2019 (the “Subscription Period”).

Effect of the New Look restructuring on Brait:

Based on the current level of participation in the Bridge Facility
and New Money Bonds, the expected effect on Brait is updated as
follows:

•   Brait’s equity holding in New Look post the Transaction will be
    between 18% and 23%.
•   Brait will advance between £9 million and £18 million for New
    Money Bonds, quoted net of receipt of around £18 million
    representing (i) the debtor factoring finance that Brait has with
    New Look and (ii) restructuring fees.
•   Following the Transaction, Brait’s current 18% holding of the
    SSNs will be exchanged into around £45 million of reinstated
    SSNs, and together with the New Money Bonds of between £27
    million and £36 million, Brait will have an aggregate SSNs
    holding of between £72 million and £81 million.

Brait’s final position will be determined based on the take up by
other Eligible Holders of SSNs in the Bridge Facility and the New
Money Bonds during the Subscription Period.

New Look continues to target completion of the Transaction in April
2019.

Further announcements and updates in relation to the Transaction
will be provided to shareholders in due course.

Malta
30 January 2019

Brait's primary listing is on the Euro MTF market of the LuxSE and
its secondary listing is on the JSE.

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

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