Slide 1: 2024 Investor Presentation
2024 INVESTOR PRESENTATION June 2024 Brait PLC (Registered in Mauritius as a Public Limited Company) (Registration No. 183309 GBC) Share code: BAT ISIN: LU0011857645 Bond code: WKN: A2SBSU ISIN: XS2088760157 LEI code: 549300VB8GBX4UO7WG59 (“Brait”, the “Company” or “Group”)
Slide 2: Executive Summary
EXECUTIVE SUMMARY ▪ Brait PLC (the “Company”) is pleased to announce an agreement on and launch of a comprehensive recapitalisation (the “Transaction”) ▪ The key terms of the Transaction are as follows: ‒ Consensual three-year extension of the Convertible Bonds (the “CB”), the Exchangeable Bonds (th
Slide 3: Objectives for the Recapitalisation
OBJECTIVES FOR THE RECAPITALISATION Objectives ▪ Provide adequate time to continue current recovery trend to full profitability potential ▪ Accelerate growth capital / de-risk the recovery if required ▪ Increase liquidity in the Premier shares through share placement Operational ▪ Buy time to benefi
Slide 4: Overview of the Recapitalisation Transaction
OVERVIEW OF THE RECAPITALISATION TRANSACTION Transaction benefits / highlights ▪ Rights issue available to all ordinary shareholders ▪ Offered at a price of R0.59 per share(1) (the “Rights Offer Price”) Demonstrates stakeholder support for R1.5B the Company ▪ Fully underwritten at the Rights Offer
Slide 5: Key Investment Highlights
KEY INVESTMENT HIGHLIGHTS 5
Slide 6: What Has Been Achieved Since March 2020
WHAT HAS BEEN ACHIEVED SINCE MARCH 2020 ▪ Successful turnaround of the business from a low of c.69% of the 2019 membership base (in December 2021) and an LTM EBITDA low of (£61M) (in March 2021) to c.90% of 2019 levels currently with a run-rate EBITDA of c. £80M ▪ Concluded Restructuring Plan on VA
Slide 7: Strategy Remains to Monetise Portfolio Over Time
STRATEGY REMAINS TO MONETISE PORTFOLIO OVER TIME The strategy to exit the portfolio has not changed, however more time is required to try and maximise returns Why Has Monetisation of Remaining Assets Been Delayed? Optimal Exit Strategy ▪ Strong operational performance, however limited liquidity and
Slide 8: Virgin Active: Recovery Well Underway
VIRGIN ACTIVE: RECOVERY WELL UNDERWAY Positive trend with KPIs recovering well, however turnaround still needs time 2019 EBITDA = £134m | Sep-25 EBITDA = £118m YTD Mar-23 YTD Mar-24 ‘24 vs ‘23 Total members (% of 2019) Mar-24 Dec-19 Revenue (£M) 114.8 135.5 +18% Total Members 983 1 035 1 099 1 157 1
Slide 9: Achieving Management's Sep-25 £121M EBITDA Forecast
ACHIEVING MANAGEMENT’S SEP-25 £121M(1) EBITDA FORECAST Virgin Active South Africa Virgin Active International R476 R520 R539 Average £60 £64 £67 yield 3.6k 691 0.9k 407 Required Required Run rate Run rate 3.8k 627 4.6k 391 606 367 Active Active members members Active Active Active members members me
Slide 10: Virgin Active: Potential Upside
VIRGIN ACTIVE: POTENTIAL UPSIDE As Virgin Active grows into its maintainable EBITDA, the market could revalue the business Brait’s implied value of stake in Virgin Active at R2.9B(1) Implies EBITDA of £71-107M depending on view of valuation multiple NAV R2.2B R9.9B EV / EBITDA 6.0x 7.0x 8.0x 9.0x R6
Slide 11: Premier: Potential Upside
PREMIER: POTENTIAL UPSIDE Potential for upside in consensus earnings and multiple Premier’s Historical Performance Premier’s Peer Group ROIC (%) 9.2% 12.2% 14.8% 19.1% 20.7% 3-year EBITDA Net debt / EV / ROIC (%) CAGR (%) EBITDA (x) EBITDA (x) 2000 1,927 1,731 Tiger Brands 14.7% 6.6% 0.3x 8.4x 1800
Slide 12: Transaction Overview
TRANSACTION OVERVIEW 12
Slide 13: Inter-Conditional Transaction Steps
INTER-CONDITIONAL TRANSACTION STEPS Transaction step Approval required Impact – Reduces Brait’s holding from 47.1% to 35.4% of Market placement of R900M Premier Step 1 – None of BML’s Premier shares – Limited opportunity to sell additional shares Ordinary without taking significant discount to marke
Slide 14: Impact of the Transaction on Brait's Balance Sheet
IMPACT OF THE TRANSACTION ON BRAIT’S BALANCE SHEET Transaction significantly de-gears Brait balance sheet and increases equity settlement portion of EB EB equity R’M Cash settlement Post transaction settlement(1) Reduction in cash requirement for EB settlement driven by a combination of R750M cash p
Slide 15: Significant Upside Potential for Shareholders
SIGNIFICANT UPSIDE POTENTIAL FOR SHAREHOLDERS Current share price implies portfolio is undervalued when compared to potential future value Pro Forma Portfolio Overview(2,3) Upside Sensitivity (NAV / Share) ZAR in billions Multiple today(6) Peer Multiple Tiger Brands Multiple Premier FY26 EV / EBITDA
Slide 16: Key Transaction Highlights
KEY TRANSACTION HIGHLIGHTS No change in Company strategy to exit / monetise its asset base Increased flexibility Optionality / flexibility to choose the earliest, optimal exit window Removes current debt maturity overhang in December 2024 Reduced debt Net debt reduction of R2.4B(1) Minimal Minimal c
Slide 17: Timetable and Next Steps
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Slide 18: Indicative Timetable
INDICATIVE TIMETABLE M AY 2 0 2 4 JUNE 2024 JULY 2024 S M T W T F S S M T W T F S S M T W T F S 1 2 3 4 1 1 2 3 4 5 6 5 6 7 8 9 10 11 2 3 4 5 6 7 8 7 8 9 10 11 12 13 12 13 14 15 16 17 18 9 10 11 12 13 14 15 14 15 16 17 18 19 20 19 20 21 22 23 24 25 16 17 18 19 20 21 22 21 22 23 24 25 26 27 26 27 28
Slide 19: Appendix: Detailed Transaction Terms
APPENDIX: DETAILED TRANSACTION TERMS 19
Slide 20: Overview of the Revised Terms
OVERVIEW OF THE REVISED TERMS Transaction amendments Impact ▪ Repurchase of R150M of the bonds at par plus ➔ R150M cash raised from Premier sale used to redeem portion of existing CB Cash Paydown accrued interest on a pro rata basis ➔ Reduction in Brait net debt Maturity Extension ▪ Maturity extensi
Slide 21: Overview of the Revised Terms
OVERVIEW OF THE REVISED TERMS Transaction amendments Impact ▪ Coupon increases from 5.0% to 5.75% (cash) ➔ Limited increase on interest cost Coupon and 0.25% (PIK) ➔ Cash cost decreases from R150M p.a. to R129M p.a. ▪ No increase in the number of shares underlying the EB (686M) EB ➔ Lower effective
Slide 22: Rights Offering Terms
RIGHTS OFFERING TERMS Offering Size ▪ R1,500M Discount to TERP ▪ 25%(1) Rights Offer Price ▪ R0.59 per new share Number of Additional ▪ 2,542,372,881 Shares Issued Participation in Rights ▪ Each Brait plc shareholder is eligible to participate in the Rights Offering(2) Offering Underwriting ▪ Fully
Slide 23: Convertible Bonds Terms
CONVERTIBLE BONDS TERMS Cash Paydown ▪ Repurchase of R150M of the CB at par plus accrued interest on a pro rata basis Maturity Extension ▪ Maturity extension to December 2027 Coupon ▪ Coupon increases from 6.5% to 8.0% – 7.25% (cash) and 0.75% (PIK) Call ▪ Callable at any time ▪ No ability to incur
Slide 24: Exchangeable Bonds Terms
EXCHANGEABLE BONDS TERMS Cash Paydown ▪ Repayment of R750M of the principal at par plus accrued interest Maturity Extension ▪ Maturity extension to December 2027 Coupon ▪ Coupon increases from 5.0% to 5.75% (cash) and 0.25% (PIK) ▪ No change in the number of shares underlying the EB (686M) ▪ R750M r
Slide 25: Disclaimer
DISCLAIMER This presentation is based on information provided by The Rohatyn Group and its affiliates (“TRG”), in its capacity as the contracted investment advisor to the Brait PLC Board (“Board”). This presentation was prepared at the request of the Board by TRG from information in our possession a