2016 - Brait SE€¦ · 5 Results for the year ended 31 March 2016 Highlights: FYE 31 March 2016 NAV per share R136.27 • Increase of 76.7%on FY2015’s NAV per share of R77.12 •

2016AUDITED RESULTS

Brait SE (Registered in Malta as a European Company)(Registration No. SE1)Share code: BAT ISIN: LU0011857645Bond code: WKN: A1Z6XCISIN: XS1292954812(“Brait”, the “Company” or “Group”)

FOR THE YEAR ENDED31 MARCH 2016

Audited results for the year ended 31 March 2016

Disclaimer: This booklet may contain certain forward-looking statements with respect to the financial condition and results of operations of the Group, which by their nature, involve risk and uncertainty as they relate to events and depend on circumstances that may occur in the future.

Item Page reference

Section 1: Brait results presentation FYE 31 March 2016 3• Agenda 4

• Highlights FYE 31 March 2016 5

• Brait’sNAVanalysis As at 31 March 2016 8

• Brait’sauditedresults FYE 31 March 2016 17

• Portfolioperformancereview:

– NewLook FYE 31 March 2016 20

– VirginActive FYE 31 December 2015 37

– Premier Nine months ended 31 March 2016 58

– IcelandFoods FYE 31 March 2016 72

– Otherinvestments 95

• Conclusion 96

Section 2: Appendices 97• Braitoverview 98

• Brait’sConvertibleBond–overviewandsalientterms 99

• Brait’sPreferenceShares–completionofredemptionanddelisting 101

• AdditionalinformationonBrait’sinvestmentportfolio 102

Section 3: Brait audited results announcement FYE 31 March 2016 127

BRAIT RESULTS

PRESENTATION

FYE 31 MARch 2016

4 Results for the year ended 31 March 2016

Results presentation: FYE 31 March 2016

Agenda

Welcome

Brait Results: FYE 31 March 2016

Portfolio performance review

New Look Results: FYE 31 March 2016

Virgin Active Results: FYE 31 December 2015

Premier Results: Nine months ended 31 March 2016

Iceland Foods Results: FYE 31 March 2016

Other investments Update on portfolio

Conclusion


Highlights: FYE 31 March 2016

NAV per share

R136.27

• Increase of 76.7% on FY2015’s NAV per share of R77.12

• 3-year NAV CAGR (1) • 72.3% on reported NAV per share

• 72.6% including bonus shares

Investment portfolio flows

• Received R17.7 billion • R15.8 billion proceeds from sale of Steinhoff shares • R1.9 billion proceeds from Other Investments portfolio and Premier

• Invested R32.2 billion

• Acquisition of 89% of New Look • Acquisition of 78% of Virgin Active• Increased shareholding in Iceland Foods from 19% to 57%• Increased shareholder funding in Premier for acquisitions• Other Investments: increased shareholding in DGB from 40% to 81%

Convertible Bond • Brait issued an oversubscribed, five year, £350 million Convertible Bond on 11 September 2015• Competitive pricing at a 2.75% coupon and 30% conversion premium

Preference Shares • Redeemed all 20 million issued preference shares on 18 January 2016 at their deemed issue price of R100 per share, as well as paying the accrued dividend to this date

Dividend • Proposed ordinary share bonus issue (with cash dividend alternative) • 136.27 cents per share (76.7% increase on FY2015)

(1) 3-year NAV CAGR benchmark is 15%



Performance against targets

Performance metric Position at 31 March 2016

1 NAV CAGR > 15% per year over any 3 year period a• 72.3% CAGR since 31 March 2013• 72.6% CAGR including bonus shares issued / dividends paid

2 Dividend: 1% - 2.5% of closing NAV ‒ bonus shares or cash election a

• FY2016: 1% of R136.27 NAV proposed (76.7% up on FY2015)‒ FY2015: 1% of R77.12 NAV (94% of shareholders elected bonus shares)

3 Operating costs: < 0.85% of Brait AUM (1)a

• 0.53% of Brait AUM• 0.45% net after fee income

4 Minimal cash drag: < 25% of NAV a • 6.2% of NAV

5 Primarily unlisted investments a • 100% of investment portfolio

6 Demonstrate cash flow within underlying investments a • Strong EBITDA cash flow conversion across portfolio

(1) Brait’s AUM at reporting date is R82 billion, representing the Group’s total assets of R78 billion and Brait IV invested capital under management of R4 billion. Using average AUM as the reference basis, operating costs are 0.62% and net after fee income 0.52%



A productive, return focussed year for BraitApr-15 • Brait announced the acquisition of 78% of Virgin Active on 16th of April

May-15 • Brait announced the acquisition of 89% of New Look on 15th of May

Jun-15• Brait utilised its gearing facilities to pay £783 million for the New Look acquisition on 26th of June • New Look reduced the cost of its debt from 9.4% to 6.3% with the raising of £1.2 billion in senior notes

Jul-15• Brait paid £691 million cash for the Virgin Active acquisition on 16th of July• Virgin Active acquired 3 clubs in central Milan from DownTown

Sep-15

• Brait raised £350 million from its Convertible Bond offering that priced on 11th of September; settled on 18th of September • Brait’s Other Investments portfolio:

o Increased shareholding in DGB from 40% to 81%o Proceeds of R1.6 billion received:

‒ Brait sold its 36% interest in SVF, returning 3.1x cost and an IRR of 125%‒ Brait sold its 40% interest in Chamber Lane Properties, returning 5.5x cost and an IRR of 41.4%

• Brait invested R363 million shareholder loan funding in Premier to finance acquisitions and increased its shareholding to 90.3%

Oct-15• Through block trades, Brait divested its 200 million Steinhoff shares received as part consideration for the Pepkor realisation

o The proceeds generated of R15.8 billion represent an increase of 39% on the original offer o The proceeds were applied to settle gearing of R14.2 billion that had been drawn to fund the acquisition of New Look

Nov-15

• Based on share performance for the 5 years ended 31st August 2015, The Sunday Times ranked Brait 1st in the JSE Top-40 Index Companies and 7th in the JSE Top-100 Companies

• Brait increased its shareholding in Iceland Foods from 18.7% to 57.1%• Brait invested R342 million shareholder loan funding in Premier to finance acquisitions and increased its shareholding to 91.1% • Brait’s Loan Receivable of R612 million was repaid by Fleet Holdings Limited (“Fleet”) on 30th of November following Fleet’s refinance thereof

Jan-16 • Brait redeemed all 20 million issued preference shares at their deemed issue price of R100 per share on 18th of January

Jun-16 • At the recent EMEA Finance's Achievement Awards 2015, held in London, Brait was awarded (i) 'Best Private Equity Investment' for its acquisition of New Look and (ii) 'Best M&A Deal’ for its acquisition of Virgin Active


Brait NAV analysis

Audited Unaudited Audited

Amounts in R'm 31-Mar-2015 30-Sep-2015 31-Mar-2016

Investments 27,144 66% 61,898 86% 73,036 94%

New Look - - 32,371 45% 34,869 45%

Virgin Active - - 16,298 22% 17,579 23%Premier 8,241 20% 9,804 14% 11,637 15%Iceland Foods 1,259 3% 1,829 3% 7,181 9%Other investments 2,438 6% 1,596 2% 1,770 2%

Steinhoff (1) 15,206 37% - - - -

Loan receivable 574 1% 602 1% - -Cash and cash equivalents (1) 13,689 33% 9,618 13% 4,354 6%Accounts receivable 12 - 13 - 245 -

Total assets 41,419 100% 72,131 100% 77,635 100%

Borrowings (1) - - (1,100)Convertible Bonds - (6,466) (6,621)Accounts payable and other liabilities (86) (152) (42)

Total liabilities (86) (6,618) (7,763)

Preference share equity (1,964) (1,964) -

NAV: ordinary shareholders 39,369 63,549 69,872

Number of issued ordinary shares ('m) excluding treasury 510.50 514.58 512.75

NAV per share (2) R77.12 R123.50 R136.27

(1) In the interests of enhanced disclosure, the 30-Sep-15 reported cash and cash equivalents total of R9.618 billion includes the 2-Oct-15 post balance sheet event relating to the sale of Steinhoff shares and settlement of borrowings, which resulted in net proceeds of R1.6 billion

(2) Closing GBP/ZAR exchange rates: (i) 31 March 2015: R17.97; (ii) 30 September 2015: R20.96; and (iii) 31 March 2016: R21.21


Brait NAV analysis

Reconciliation of the movement in NAV: FY2016

Opening NAV: 1 April 2015

Capital raised (1)

Investment gains

Other income (2)

Foreign exchange gains (3)

Operating expenses

Finance costs and taxation (4)

Distribution to shareholders (5)

Closing NAV: 31 March 2016

39,369 864

21,990

9,186

475 (435) (1,285) (292)

69,872

R’m

(1) Capital raised represents the R0.9 billion Convertible Bond equity reserve created from the £350 million Convertible Bonds issued in September 2015(2) Other income represents interest of R372 million; dividends of R34 million and fees of R69 million(3) Foreign exchange gains of R9.2 billion comprise amounts recognised in earnings of R1.1 billion and translation adjustments recognised in comprehensive income of R8.1 billion(4) Finance costs and taxation represents the aggregate of: (i) the charge per the income statement of R995 million; (ii) preference dividends paid of R254 million; and (iii) R36 million preference share issue costs

recognised against retained earnings on redemption of the preference shares(5) Distribution to shareholders includes ordinary dividends (cash election) of R22 million and R270 million in respect of ordinary share buy backs. The 1.8 million ordinary shares bought during the year are treated as

treasury shares and reduce the number of shares in issue for the calculation of the Group’s NAV per share

R77.12NAV per

share

R136.27 NAV per

share

• The FY2016 NAV reconciliation does not consider the 4.1m bonus shares issued during the year

• Using the closing reported NAV per share of R136.27, the 4.1m bonus shares issued are valued at R563 million

• Aggregated with the R292 million in respect of ordinary dividends (cash election) and share-buy backs, the result for the year is R855 million


Brait NAV analysis

Reconciliation of the movement in Investments: FY2016

Opening investments: 1 April 2015

Purchase of investments

Investment proceeds received

Investment gains (1)

Other income (2) Foreign exchange gains (3)

Closing investments:

31 March 2016

R’m

27,144

32,199

(17,661)

73,0369,067

29721,990

(1) Investment gains represents the revaluation of the Group’s investments carried at fair value, which includes the shareholder funding in New Look and Virgin Active(2) Other income earned on investments primarily relates to interest income earned on the Premier shareholder funding, which is carried at amortised cost (3) Foreign exchange gains that arise on the investment portfolio of R9.1 billion, represent the translation of GBP denominated investments into the Group’s ZAR presentation currency, which are recognised in

comprehensive income


Brait NAV analysis

Rolling CAGR: reported NAVCommencing 1 April 2011 (1), Brait’s performance benchmark for NAV growth is to exceed 15% CAGR over any three year period:

FY2012 FY2013 FY2014 FY2015 FY2016

Reported NAV per ordinary share R20.59 R26.64 R31.95 R77.12 R136.27

Rolling 3-year CAGR (2) 24.8% 27.1% 24.6% 55.3% 72.3%

Adjustment: ordinary share dividend (3) - R0.2059 R0.4723 R0.7918 R1.563

• 1% of March 2012 NAV of R20.59 - R0.2059 R0.2059 R0.2059 R0.2059

• 1% of March 2013 NAV of R26.64 - - R0.2664 R0.2664 R0.2664

• 1% of March 2014 NAV of R31.95 - - - R0.3195 R0.3195

• 1% of March 2015 NAV of R77.12 - - - - R0.7712

Adjusted NAV per ordinary share R20.59 R26.85 R32.42 R77.91 R137.83

Rolling 3-year CAGR (including dividends) (2) 24.8% 27.6% 25.2% 55.8% 72.6%

(1) Reported NAV of R16.50 per ordinary share

(2) Period for which quoted CAGR calculated 1-Apr-11 to 31-Mar-12 1-Apr-11 to 31-Mar-13 1-Apr-11 to 31-Mar-14 1-Apr-12 to 31-Mar-15 1-Apr-13 to 31-Mar-16

(3) Percentage of ordinary shareholders that elected the receipt of bonus shares for respective year’s dividend Not applicable 85% 91% 92% 94%

Note: The 5 year CAGR for NAV per share from 1 April 2011 to 31 March 2016 is 52.5%; including dividends is 52.9%


Brait NAV analysis

Reconciliation of the five year movement in NAV: 1 April 2011 to 31 March 2016

Opening NAV: 1 April 2011

Capital raised (1)

Investment gains

Other income (2)

Foreign exchange gains (3)

Operating expenses

Finance costs and taxation (4)

Distributions to shareholders (5)

Closing NAV: 31 March 2016

1,925

7,055

52,499

9,700

2,002 (1,020) (1,910) (379)

69,872

RealisedR27 bn

UnrealisedR25 bn

R’m

(1) Capital raised of R7.1 billion represents the net proceeds of R6.2 billion received from the 4 July 2011 Rights Issue and Private Placement, and the R0.9 billion Convertible Bond equity reserve created from the £350 million Convertible Bonds issued in September 2015

(2) Other income represents interest of R1.2 billion, dividends of R0.4 billion and fees of R0.4 billion(3) Foreign exchange gains of R9.7 billion comprise gains recognised in earnings of R1.4 billion and translation adjustments recognised in comprehensive income of R8.3 billion(4) Finance costs and taxation comprise amounts charged to earnings of R1.3 billion and R0.6 billion relating to preference shares (dividends paid and share issue costs) (5) Distributions to shareholders includes ordinary dividends (cash election) of R64 million and R315 million in respect of net ordinary share buy backs over the five years. The net 5.5 million ordinary shares bought

over the period are treated as treasury shares and reduce the number of shares in issue for the calculation of the Group’s NAV per share. The average buy-in price over the period is R62 per share

R16.50 NAV per

share

R136.27 NAV per

share

• The 5 year NAV reconciliation does not consider the 14.4m bonus shares issued during the period

• Using the closing reported NAV per share of R136.27, the 14.4m bonus shares issued are valued at R1.966 billion

• Aggregated with the R379 million in respect of ordinary dividends (cash election) and share-buy backs, the result for the 5 year period is R2.345 billion


Brait NAV analysis

Reconciliation of the five year movement in Investments: 1 April 2011 to 31 March 2016

Opening investments: 1 April 2011

Purchase of investments

Investment proceeds received

Investment gains (1)

Other income (2) Foreign exchange gains (3)

Closing investments:

31 March 2016

R’m

2,359

41,681

(34,069)

73,0369,392

1,17452,499

(1) Investment gains represent the revaluation of the Group’s investments carried at fair value, which includes the shareholder funding in New Look and Virgin Active(2) Other income earned on investments primarily relates to (i) interest income earned on the Premier shareholder funding, which is carried at amortised cost and (ii) dividend income, which was largely earned during

FY2013 – FY2015 from the Pepkor investment (3) Foreign exchange gains that arise on the investment portfolio of R9.4 billion, represent the translation of GBP denominated investments into the Group’s ZAR presentation currency, which are recognised in

comprehensive income


Brait NAV analysis

Reported assets and % weighting analysis: Five years ended 31 March 2016

R16.50 R16.50 R20.59 R26.64 R31.95 R77.12 R123.50 R136.27(1)

(2)

(1) Reported NAV per share(2) Reflects total assets immediately post the 4 July 2011 Rights Issue and Private Placement


Brait NAV analysis

Peer group for New LookH&M Hennes & Mauritz AB (H&M)

Industria de Diseño Textil, S.A. (Inditex) (1)

Marks & Spencers Group Plc (M&S)

Next Plc

Associated British Foods Plc (2)

Fast Retailing Co. Ltd (3)

Mr Price Group Ltd

Legend Brait valuation multiple discount:31 March 2016

Brait valuation multiple New Look Virgin Active

Peer average: Trailing 3-year 12% 19%

Peer average: Spot - 20%

EV/EBITDA multiples at 31 March 2016

9.0 x

13.3 x 13.3 x

14.5 x14.8 x

15.1 x16.4 x

15.3 x

13.3 x

6.0 x

9.0 x

12.0 x

15.0 x

18.0 x

Acquisition date Sep-15 Mar-16

Multiple New Look

10.2 x 10.8 x 11.0 x

13.5 x 13.5 x 13.6 x

14.2 x 14.2 x 13.7 x

6.0 x

9.0 x

12.0 x

15.0 x

18.0 x

Acquisition date Sep-15 Mar-16

Multiple Virgin ActivePeer group for Virgin Active (7)

Planet Fitness, Inc (4)

The Gym Group Plc (5)

Woolworths Holdings Ltd

Mr Price Group Ltd

Life Healthcare Group Holdings Ltd

Clicks Group Ltd

Whitbread Plc

Merlin Entertainments Plc (6)

(1) Inditex owns Zara(2) Associated British Foods owns Primark(3) Fast Retailing owns Uniqlo(4) Planet Fitness included Virgin Active’s trailing 3-year peer average from Sep-15(5) The Gym Group included in Virgin Active’s trailing 3-year peer average from Mar-16(6) Merlin included in Virgin Active’s trailing 3-year peer average from Dec-13(7) Dutch fitness chain Basic Fit listed on the Amsterdam Stock Exchange on

10 June 2016. The IPO valuation was 15.1x LTM 31 March 2016 EBITDA


Brait NAV analysis

EV/EBITDA multiples at 31 March 2016

Peer group for Premier (1)

Tiger Brands Ltd

Pioneer Foods Group Ltd

AVI Ltd

Rhodes Food Group Holdings Ltd (2)

Peer group for Iceland Foods

Tesco Plc

J Sainsbury Plc

WM Morrison Supermarkets Plc

Booker Group Plc

Poundland Group Plc (3)

Legend Brait valuation multiple discount:31 March 2016

Brait valuation multiple Premier Iceland Foods

Peer average: Trailing 3-year 2% 12%

Peer average: Spot - 10%

(1) Premier’s peer group expanded at 30 September 2015 to include AVI and Rhodes Food Group

(2) Rhodes Food Group included in Premier’s trailing 3-year peer average from December 2014

(3) Poundland included in Iceland Foods’ trailing 3-year peer average from June 2014

6.5 x 7.5 x12.3 x 12.6 x 12.7 x

11.0 x 11.5 x 12.3 x 12.6 x

13.0 x12.4 x13.4 x

14.6 x 15.0 x

12.7 x

3.0 x

6.0 x

9.0 x

12.0 x

15.0 x

Mar-14 Sep-14 Mar-15 Sep-15 Mar-16

Multiple Premier

6.5 x 6.5 x 7.5 x 8.0 x 8.8 x

9.1 x 9.2 x 9.5 x 9.9 x

10.0 x10.6 x

9.2 x

10.7 x 10.4 x

9.8 x

3.0 x

6.0 x

9.0 x

12.0 x

Mar-14 Sep-14 Mar-15 Sep-15 Mar-16

Multiple Iceland Foods


Summarised statement of comprehensive income

Brait’s audited results: FYE 31 March 2016

Audited Audited

March 2016 March 2015

R’m R’m

Investment gains 21,990 22,979

Interest 372 261

Dividends 34 147

Fees 69 80

Foreign exchange gains (1,2)

1,122 123

Income 23,587 23,590

Operating expenses (435) (201)

Profit from operations 23,152 23,389

Finance costs and taxation (995) (55)

Profit for the year 22,157 23,334

Translation adjustments (1,3) 8,064 9

Comprehensive income for the year 30,221 23,343

(1) In accordance with IAS 21 (The Effects of Changes in Foreign Exchange Rates), an entity’s functional currency is a reflection of its underlying transactions. In the current year, post the Group’s acquisition of controlling stakes in New Look and Virgin Active, the majority of the Group’s investments are now GBP denominated (previously ZAR). As a result, the functional currency for Brait SE and two of its subsidiary companies (Brait Malta Limited and Brait Mauritius Limited) has changed to GBP with effect from 1 April 2015

(2) Following this change in functional currency to GBP, the effect of recording the Group’s ZAR denominated cash and borrowings in GBP is recognised in earnings as “foreign exchange gains”. These gains are then reversed on translation of these GBP amounts back into ZAR (the Group uses ZAR as a presentation currency), with this reversal captured in “translation adjustments” in comprehensive income

(3) Translation adjustments for the current year, recognise the gain in translating the Group’s GBP denominated assets and liabilities into its ZAR presentation currency, offset by the reversal of the gains on ZAR denominated cash and borrowings described in note (2)



Investment proceeds 17,661Realisation proceeds – Steinhoff 15,770Realisation proceeds – Other investments 1,642Receipt of loan claim – Iceland Foods 26Interest received – Premier 223

Fees received 69Interest received on bank balances held 92Operating expenses paid (444)Finance costs and taxation paid (960)

Operating cash flow (excluding purchase of investments) 16,418Purchase of investments (32,199)

New Look (14,407)Virgin Active (12,715)Iceland Foods (3,775)Premier (846)Other investments (456)

Net cash outflow from operating activities (15,781)Proceeds from the drawdown of Borrowings 16,465Repayment of Borrowings (15,365)Proceeds from issue of Convertible Bonds 7,245Redemption of Preference Shares (2,000)Proceeds from Loan Receivable (1) 612Net purchase of treasury shares (487)Ordinary dividend paid (cash election) (22)Preference dividends paid (254)

Net decrease in cash and cash equivalents (9,587)

Summarised cash flows (R’m)

(1) Fleet Holdings Limited (“Fleet”) concluded the refinance of the remaining loan owed to the Group. Fleet then advanced the proceeds of R612m to the Group. In accordance with IFRS, the loans to and from Fleet are set-off in the Group’s balance sheet. Refer to note 3 of the Group’s summary consolidated financial statements for the year ended 31 March 2016



Analysis of cash position

Audited AuditedMarch

2016R’m

March2015R’m

Net (decrease) / increase in cash and cash equivalents (9,587) 13,248

Effects of exchange rate changes on cash and cash equivalents 252 121

Cash and cash equivalents at beginning of year 13,689 320

Cash and cash equivalents at end of year (1) 4,354 13,689

Comprising:

ZAR cash 172 3,034

GBP cash 4,113 10,477

USD cash 69 178

Cash and cash equivalents 4,354 13,689

Available from undrawn gearing facilities (2,3) 7,059 16,500

Total cash and available facilities 11,413 30,189

(1) The Group’s cash is placed with five banks, each having an investment grade credit rating(2) The Group is in the process of increasing its existing R6.4 billion committed revolving facility, which matures during July 2017. The new committed revolving facility will have a term of four years and comprises

the aggregate of a ZAR8.5 billion tranche and a GBP75 million tranche. The available amount quoted for FY16 includes this new facility (3) The prior year’s undrawn gearing facility of R16.5 billion included a bridge facility of R11 billion, which facilitated the funding for the acquisition of New Look


New Look


New Look

Business overview

• Founded in 1969, New Look has grown from a single store to become a dynamic,

international retail brand− Unique value fashion offering in apparel, footwear and accessories for women, men and

teenage girls

− 838 stores (FY15: 809) of which 575 are in the UK (FY15: 569)

− Successful across a range of locations: shopping centres, prime high street and local markets

• A leading UK based fast fashion value retailer with a strong international presence‒ No. 2 for womenswear in the UK – 6.1% market share (1) (FY15: 6.0% (2))

‒ UK’s largest total womenswear retailer for under 35s (1)

‒ Distinctive brand positioning maximising customer appeal

• Fast growing multichannel operation− Top 5 in the UK online womenswear market (1)

• Flexible, fast fashion supply chain‒ From design to shop floor in 13 weeks….for certain products it’s just 2 weeks

‒ On average 3.6 deliveries per UK and ROI store per week

• Penetrating strategic international markets through targeted approach− Key markets are China, France, Poland and Germany

(1) Kantar Worldpanel: 52 weeks ended 13 March 2016, by value(2) Kantar Worldpanel: 52 weeks ended 15 March 2015, by value


New Look

Results at a glance

UK71%

E-commerce13%

3PE3%

International13%

Sales mix (1) (FY16)

FY16 Revenue£1,491m

FY12-16 Revenue CAGR3.8%

no. of stores as at FY16 838

unique UKcustomers in FY16 (2)

13.7m

Product mix (FY16)

FY16 EBITDA£227m

FY12-16 EBITDA CAGR12.1%

FY16 own website growth27.9%

of UK women shoppedat New Look in FY16 (2)

41%

(1) Sales are based on Gross Transactional Value excluding adjustment for concession income which is presented on a net basis for statutory reporting purposes(2) Kantar Worldpanel: 52 weeks ended 15 March 2016, by value

Fast Fashion70%

Wardrobe Essentials

20%

High Fashion

10%


Summarised income statement

New Look

(£’m) FY16 Growth FY15 Commentary

Revenue 1,490.6 5% 1,415.5

• Brand LFL growth of +3.6%; all aspects of the existing five part strategy (1) are delivering

• Strong UK like-for-like of +3.4%

• Click & Collect and Order in Store help drive both strong traffic and conversion on E-commerce, as well as footfall back into UK retail stores

• Continued strong growth in own website sales (+27.9%) and 3rd Party E-commerce sales (+41.8%)

Gross Profit% Margin

784.952.7%

5% 745.852.7%

• Actively managing promotional activity was offset by an increasing mix of E-commerce sales, which have lower gross margin due to higher packaging and fulfilment costs

• However, in comparison to stores, the lower E-commerce gross margins are offset by lower administrative expenses and therefore contribute a higher operating profit margin

EBITDA% Margin

227.215.2%

7% 212.415.0%

• EBITDA increased by £14.8m• The business continues to invest in its people, brand, infrastructure and systems to achieve

long term growth in the UK and other strategic international markets

Depreciation and amortisation (52.5) (11%) (59.2) • Charge for tangible and intangible assets reduced by £6.7m

Adjusted EBIT (2)

% Margin174.711.7%

14% 153.210.8% • Function of above

(1) Beginning FY17, New Look plans to improve its Gross Margin and has introduced a sixth pillar to its strategy “Gross Profit Margin Improvement”(2) FY16 excludes other non-operating costs of £40.3m (FY15: £4.3m)


Summarised cash flow information

New Look

(£’m) FY16 Growth FY15 Commentary

Cash from operations% EBITDA

228.3100.5%

19% 192.590.6%

• Increase in cash generated from operations follows the growth in profitability

Capex (72.3) 20% (60.3)

• Continued investment in: - multichannel business in the core UK market, including the upgrade of

existing ERP systems - E-commerce, improving delivery options and online platform

• 66 stores opened in China, net 6 stores opened in UK• 114 stores (new and refurbished) were delivered during FY16 in the Concept

format, taking total to 442 stores

Operating cash flow post capex% EBITDA

156.068.7%

18% 132.262.2%

• Function of above

Tax paid (10.9) 6% (10.3) • In line with prior year

Net interest paid (83.1) 19% (69.9) • Net interest paid includes interest paid on notes (refinanced and old notes) and interest income

Resulting operating cash flow% EBITDA

62.027.3%

19% 52.024.5%


Refinancing fees paid (54.2) n/m - • Refinancing fees relate to the 26 June 2015 refinancing

Operating cash flow post capex, tax and interest paid% EBITDA

7.83.4%

(85%) 52.024.5%



New Look

Gearing analysis

Term debt facilities Interest rate Term (yrs) (1) Currency FY16 £’m

FY15£’m

Total term debt (2) 1,207.6 1,165.0

Senior Secured Notes – Fixed 6.5% 7 GBP 684.8

Senior Secured Notes – Floating (3) 3m Euribor + 450 bps 7 EUR 324.6

Senior Notes – Fixed 8.0% 8 GBP 198.2

Revolving Credit Facility (“RCF”) (4) 6 GBP 100.0 75.0

Reconciliation to net debt quoted in Brait's valuation of New Look FY16 £’m

Total term debt 1,207.6

Add: Accrued interest (5) 23.4

Less: Cash (134.5)

Less: Fair value of cross currency swaps (3) (13.7)

Net debt per Brait's valuation of New Look 1,082.8

• New Look completed a full refinancing on 26 June 2015, replacing the previous capital structure with new notes:− Reducing weighted average interest cost from 9.4% to 6.3%− Extending the average maturities from 3 years to 7 years− Following the refinancing, all interest is now on a cash pay basis

(1) Term of debt at original 26 June 2015 issue date (2) Net of capitalised fees(3) New Look has fixed €225m of a total €415m through GBP cross currency swaps. This results in c.90% of the total term debt having fixed interest rate and GBP exposure(4) RCF increased to £100m on 26 June 2015 (undrawn)(5) New Look Retail Group Limited’s FY16 financial information discloses accrued interest as part of trade and other payables


New Look

Focussed strategy for growth

Product Development

International ExpansionBrand Multichannel

Menswear Gross Profit Margin Improvement


New Look

Brand

Being a true brand is key to our future strategy

• 91% of female shoppers and 48% of male shoppers recognise the New Look brand and 41% of all UK women shopped with us last year (1)

• Our market share grew to 6.1% and we remain the no.1 Womenswear retailer in the UK for the under 35’s and no. 2 overall. We also continue to grow our online UK Womenswear market share (1)

• We continue our Concept refurbishments, with 114 further stores (new and refurbished) delivered in FY16. We now have 442 in this format

• We’ve continued to open Menswear standalone stores, with 6 trading at year end and a further 20 planned for FY17

• Overall customer satisfaction improved to 80% (FY15: 71%) and we were ranked 7th in the UK Customer Satisfaction Survey (2), the first time we have made the top 10

(1) Kantar Worldpanel: 52 weeks ended 13 March 2016, by value(2) Institute of Customer Service UK Customer Satisfaction Survey (January 2016), Retail (Non Food) sector, versus a cross section of non food retailers


New Look

Key strategic international markets : China

China remains a key priority market to drive growth• We still see strong positive LFL sales performance from stores trading for more than 12

months and our stores deliver strong underlying contribution to profit

• Conversion continues to improve as we increase brand awareness and refine the product ranges for the market

• Our domestic sourcing now accounts for more than 65% of our product offer

• Whilst the Chinese economy is experiencing a slow down which is impacting footfall, we remain confident in our operating model, with 85 stores in China at end of FY16

• Our plan remains to open a further 50 stores in the next financial year (to March 2017)

Location No. of Stores

Prime 6

Secondary 59

Commercial 20

Total 85


New Look

Key strategic international markets : Rest of World

France• Continued positive results from our new and refurbished stores

• Our 4 newest stores are performing particularly well

• 3 loss making stores in France will be relocated to more appropriately sized units, with more relocations planned in later years as lease terms allow

Poland• New and refurbished stores in Poland are outperforming the rest of the estate

• New market MD appointed

Germany• Concessions and 3rd Party E-commerce partnerships have raised brand

awareness and given us the opportunity to better understand this market

• We have wound up our concession contracts with our German partners and we're planning to open our first directly-owned stores in Germany during the coming year


New Look

Proven multichannel platformOwn E-commerce• Total E-commerce sales increased to £201m (FY12-16 Sales CAGR of 33.8%), driven by investment and further improvements to the

design, content and functionality of our transactional website at newlook.com and new mobile app

• Our store estate remains a core channel to market, and is an integral part of our multichannel offering:

• Now seeing more E-commerce traffic from mobile devices than from desktops

• We continue to focus on convenience for our customers, offering deliverynew options like Next Day Click & Collect to suit their lifestyles

• We are upgrading our International web platforms imminently and developing increased capability for further local language sites from FY17

3rd Party E-commerce• We continue to trade successfully through selected online

3rd Party E-commerce partners

• FY16 sales were £48m, 41.8% more than last year

70%more orders on mobile site

68%Online returns are made to stores

31%UK E-comm orders ‘Clicked & Collected’ (picked up from store)

8%E-commerce orders are made in stores

61%of all Click & Collect customers browse once back instore

29%of these make an additional purchase

18%of all Click & Collect customers buy when collecting

then

51%of traffic is to mobile site (FY15: 45%)


New Look

Product development

We seek to deliver choice and value consistently to all our customers across our product ranges

• We’ve installed custom-designed fixtures for our cosmetics and fragrance ranges at over 400 stores, and we are working on an extended range for autumn

• Activewear featured in our windows during January and continues to perform strongly

• We’ve seen positive reaction to our rebranded Plus Size range, New Look Curves

• We grew our women’s denim market share, making us the UK’s No.1 retailer for women’s jeans (1)

• We also increased our share of the UK women’s footwear market further during FY16 to 6.4% (FY15: 6.1%), maintaining our position as No.1 for women under 35 (1)

(1) Kantar Worldpanel: 52 weeks ended 13 March 2016 (Womenswear by value)


New Look

Menswear

We significantly grew our menswear presence with a confident and credible offer

• Our Menswear has performed strongly this year at +17%, driven by improved product ranges and our market share grew to 0.4% (2)

• We successfully launched our first six New Look Men stores in the UK to positive reactions and customer approval ratings averaging 89%

• Since the year end, we have opened a further 2 standalone Menswear stores, taking us to 8 in total

• Product development continues, with the rollout of our new men’s underwear range and expansion of activewear planned for FY17

3.4%New Look Menswear Sales mix (FY15: 3.1%)

25%UK market Menswear Mix (1)

(1) © 2016 Verdict. 2016 UK Men's market c. £11bn according to Verdict(2) Kantar Worldpanel: 52 weeks ended 13 March 2016, (Menswear by value)


New Look

Gross Profit Margin Improvement

We are aiming to deliver significant, sustainable improvements in our gross profit margin

• Beginning in FY17 we plan to improve Gross Margin and as a result have added a 6th pillar to our strategy

• This will be achieved through:

− Better sourcing and product negotiation

− A clear price architecture strategy

− On-going reduction of Markdown

− Review of product related costs

− New tools and technology to enable this

• The tools and technology includes our new Retail Stock Management Programme (‘ATLAS’) which will enhance our ability to adapt a global range for local requirements and improve availability to enable increasing full price sales

• Through a focussed approach to challenging all aspects of the business we see opportunities to drive margin growth over the coming years


New Look

Outlook

• Our focus on consistently delivering our strategy is reflected in these results

• We continue to be pleased with our progress across all strategic initiatives, especially Menswear and China

• As widely reported, external market conditions in the UK have been difficult recently with economic uncertainty in the run up to a referendum on EU membership impacting on consumer confidence, coupled with a consumer shift towards spending on leisure activities

• The immediate outlook for retailing in the UK is therefore more challenging than it has been for some time, however we are ultimately confident in our strategy and our ability to execute it


New Look

Brait’s valuationUnaudited Audited30-Sep-15 31-Mar-16

£'m £'mMaintainable EBITDA 219.8 227.2EBITDA multiple (1) 13.3x 13.3xEnterprise value 2,923.8 3,021.8Less: net third party debt (1,100.7) (1,082.8)Less: shareholder funding (2) (893.0) (934.1)Equity value of New Look 930.1 1,004.9

Brait’s shareholding in New Look (3) 88.7% 824.4 891.6Less: New Look management team’s performance based sweet equity (4) (8.8%) (82.4) (89.3)Brait’s effective economic interest in the equity value of New Look (3) 79.9% 742.0 802.3Brait’s shareholder funding 802.8 842.0

Fair value of Brait’s unrealised investment in New Look (5) 1,544.8 1,644.3

Closing GBP/ZAR exchange rate R20.96 R21.21

Brait’s carrying value in ZAR’m R32,371 R34,869Brait’s GBP carrying value translated into ZAR using acquisition exchange rate of R18.39 R28,409 R30,239Carrying value attributable to exchange rate movement R3,962 R4,630

(1) Mar-16 valuation multiple used of 13.3x represents a 12% discount to the peer average trailing three year EBITDA multiple of 15.1x and is in line with the peer average spot EBITDA multiple of 13.3x

(2) GBP denominated shareholder funding bears interest at a fixed rate of 10% and is unsecured, with no fixed repayment terms until the end of its ten year term on 25 June 2025. Total shown includes accrued interest to reporting date

(3) A share buy-back by the company is the reason for the slight increase in Brait’s shareholding and effective economic interest in New Look compared to Sep-15 (4) Brait announced on 26 June 2015 the completion of the acquisition of c.90% of New Look. During Sep-15, further classes of non-voting share capital (sweet equity) were issued to the New Look management team

subject to vesting over a 4 year term. The valuation at reporting date reflects the full 10% dilution to Brait’s economic interest in the equity value of New Look

(5) Brait has entered into a series of put option agreements with the New Look management team. These options are based on Brait’s fair value of New Look at the exercise date and as a result do not expose Brait to fair value risk


New Look

Attractions to Brait

Cash flow generative • Solid cash flow generation to be used to deleverage and to fund growth• Group capex tightly controlled and focussed on supporting key strategic growth drivers

Market leader • Strong brand awareness in particular amongst women in the UK• No. 2 UK overall womenswear; No. 1 UK under 35 womenswear (1)

Clear strategy• Fast fashion operating model: average lead time just 13 weeks…for certain products it’s just 2 weeks• Established UK footprint well positioned in the higher growth value segment of the apparel and accessories market• Strong growth prospects in France, Germany, Poland and especially China which is a priority market

• Solid brand, well developed multichannel offering via traditional stores and fast growing e-commerce platform• Scale and efficiency of fast fashion operating model from source to customer is difficult to replicate• Well-invested infrastructure and systems

Well positioned

• Demonstrated strong EBITDA growth in recent yearsFinancial track record

Demonstrated throughAttractions

Management team • Experienced, aligned and proven team

Alignment • Brait is the controlling shareholder alongside management and the founder

(1) Kantar Worldpanel: 52 weeks ended 13 March 2016, (Womenswear by value)


Virgin Active


Clubs (1) Adult Members (1) Revenue (2)

65%

30%

5%

42%

55%

3%

51%45%

4%

Virgin Active

The world’s leading international health club operatorOverview

An outstanding business in South Africa and market-leading positions in Europe

Platform for further growth, particularly in Africa and Asia

1.34m adult members worldwide (1)

Constant currency EBITDA growth of 15% (8% growth at actual currency) (2)

276 clubs in 10 countries across 4 continents (1)

Exclusive rights to use the Virgin Active brand globally until 2045

Geographic mix

Southern Africa Europe Asia Pacific

276 1.34m

(1) As at 31 December 2015(2) Financial year ended 31 December 2015 measured using 2015 constant currency rates (1 £ = ZAR 17.8, Euro 1.3, Australian $ 1.8,Sing $2.0, Thai baht 50). Actual reported currency rates for 2015 are 1 £ = ZAR 19.52,

Euro 1.38, Australian $2.04,Sing $2.10, Thai baht 52.39. Constant currency rates are used throughout the presentation to remove the effect of foreign exchange movements on results and better reflect the operating performance of the business. Reported results using actual currencies are found in the appendix and elsewhere in the presentation where indicated

£658m


Virgin Active

Broad geographic diversity of operations and earnings

Current locations

Southern Africa (7)

No. Clubs (1) 124

No. Adult Members (1) 738k

VA Market Position (SA) (4) No. 1

Revenue (3) £196m

UK

No. Clubs (1) 96


VA Market Position (2) No.1

Revenue (3) £311m

Continental Europe (5)

No. Clubs (1) 46


VA Market Position (2) No.1 in Italy

Revenue(3) £115m

Asia Pacific (6)

No. Clubs (1) 10


Revenue (3) £36m

(1) As at 31 December 2015(2) Based on revenues, source: IHRSA(3) FYE December 2015 at 2015 constant currency rates(4) Based on revenues of private health clubs (5) Continental Europe includes Italy, Spain and Portugal(6) Asia Pacific includes Australia, Thailand and Singapore(7) Southern Africa includes South Africa, Namibia and Botswana


Virgin Active

Our growth & value creation drivers

CPI +2% (1,2)

achieved across the estate in 2015

Manage to revenue

Manage price and volume to maximise revenue

CPI+ LFL Adult Dues growth

1

Our growth & value creation drivers

Secondary Margin

Monetise member base by driving additional revenue streams

Increase contribution from secondary margin

each year

2

Core estate Expansion

Premiumise the estate

and manage the portfolio

Disciplined ongoing capital expenditure to maintain quality estate

Identify opportunities for premiumisation; manage underperforming clubs

UK premiumisation programme peaking

in 2014/15

New club roll-out pipeline

Clear roll-out pipeline in Southern Africa and Asia Pacific

Selective pipeline in leading European cities

Grow estate by 13-15 clubs p.a. over the medium term

Strategic and tactical M&A

Strategic & tactical M&A building on successful track record

Opportunity for further consolidation in existing markets

Key global targets under continual

review

+6% growth in secondary

earnings in 2015 (3)

10 clubs exited in 2015

Premiumised clubs generated >30% EBITDA uplift (4)

16 new clubs opened in 2015

Acquired 3 Italian clubs in central Milan

(1) % calculated as a weighted average (CPI: SA 5.2%, UK 0.2%, CE 0.03%, APAC 1.1%); (2) Sources: UK data per ons.gov.uk, SA data per statssa.gov.za, CE and APAC (both calculated as weighted average) per TradingEconomics; (3) Measured using 2015 constant currency rates (4) 2014 refurbished clubs

5 64

Margin enhancement

Leverage existing cost base using purchasing efficiencies and shared best practice.

50-100bpsImprovement in

EBITDA margin each year

+212bps improvement in

2015 (3)

3


Virgin Active

2015 - Trading highlights

Barre

NPS (2) increased in every market

Junior membership grew by 19% to 129k

Adult membership grew to 1,342k

L4L usage increased from 5.2m to 5.4m (3)

Group exercise participation increased to 28%

Revenue of £658m (4) (3% LFL (5)

revenue growth)

£142m EBITDA (4), 15% growth

Operating cashflow of £78m (6)

generated

The Best Clubs

Superb Innovation

Leading Experts

Delivering a real impact for members

Our differentiators lead to stronger financials

Invested £113m (1) in new or improved clubs for our members

16 organic club openings in the year, (10 Southern Africa (including our first club in Botswana),1 Australia, 2 Thailand,1 Italy & 2 UK)

Acquired three prime sites in central Milan - membership increase over 20%

Accelerated rollout of RED format in South Africa

Upgraded 12 clubs in UK to a more premium offering

Global launch of “GRID” - now in 153 clubs worldwide

Barre launched in UK, Singapore, Australia and Thailand

Pulse launched in UK

Altitude studio in new UK Collection Club

New junior programming in all markets

Café offering relaunched in South Africa (Real Foods) and UK (Soulmate)

Salt rooms in Asia Pacific & UK Collection clubs

Launched a global partnership with Tough Mudder, the world’s leading obstacle challenge

175k hours delivered on training or development

638k PT sessions delivered (+13% year on year)

(1) FYE December 2015 new clubs, premiumisation, maintenance and head office capex at actual currency rates (2) Net Promoter Score, a measure of customers’ willingness to recommend a product or service (3) Average monthly visits in Q4 2015 on a like-for-like basis (4) Financial year ended 31 December 2015 at 2015 constant currency rates (5) LFL measurement removes new, developing and closed clubs from the portfolio (6) Measured at actual currency rates


Virgin Active

2015 – A Force for Good

Barre

WE’VE GOT AWORKOUT FOR THAT

(1) This takes into account the 3,600 young people the SA team have reached through Future Crew, and assumes that they are working in three SA schools. The other schools are in the UK(2) Based on UK power stats for average medium house usage(3) Based on stats from ccwater.org

Active Inspiration

South Africa: Future Crew

UK

Actively involved in local communities

Environmentally aware

Over 6,750 children across 41 schools have benefited from our Active Inspiration campaign, taking activeness into schools across South Africa and UK (1)

Equipping 3 Future Crew Schools impacting 3,600 children

Supporting pupils to participate in life changing sporting events

Providing opportunities for pupils to gain practical work experience

Playmakers – improving confidence and skills of over 40 Primary school PE teachers

Active crew – bringing opportunity for children to try our product in 30 schools

Active minds – taking activeness beyond playtime

Supplier development programme in South Africa – access to finance and expertise

29% reduction in energy usage in our clubs since 2011

74m kW of electricity saved year on year – enough to provide electricity to 25 homes for 1 year (2)

Carbon footprint reduced by 39,000 tonnes

Reduced water usage by 5% - saving 191m litres of water – enough to provide water to c.1,200families with an average of 4 members per household (3)


Virgin Active

FY 2015 results at a glanceSummarised income statement Constant currency (1) Growth – constant currency (1) Growth

(Results in £m) 2014 2015 Total portfolio

Current club

portfolio (2)

Like-for-like portfolio (3)

Actual currency (4)

Revenue

Southern Africa 176 196 11% 11% 8% 1%

Europe (including UK) 434 426 (2%) 3% 1% (4%)

APAC 25 36 44% 44% 5% 33%

Total 635 658 4% (5) 7% 3% (1%)

EBITDA 124 142 15% 14% 8% 8%

EBITDA margin 19.5% 21.6%

Net third party debt (£m) 31-Dec-15

Actual currency

Leverage ratio (6)

Interest bearing bank debt 423 3.2x

Finance leases 58 0.4x

Less: cash (79) (0.6x)

Net debt 402 3.0x

(1) Measured using 2015 constant currency rates(2) The current club portfolio excludes the 10 clubs exited during the year (7 UK, 2 Iberia and 1 Italy) from both current and comparative periods(3) The like-for-like portfolio excludes new, developing and closed clubs(4) Growth measured in actual currency across the total portfolio(5) Measured at constant currency using 2015 actual currency rates, Revenue growth is 5%(6) Leverage ratio expressed as a multiple of December 2015 EBITDA of £134m (at actual currency rates)


Virgin Active

Summarised income statement

(1) Measured using 2015 constant currency rates

Summarised income statement(Results in £m; audited results in actual currency)

Dec-15Constant

currency (1)

Dec-15Audited

Dec-14Audited Commentary

Revenue% growth

658 631(1.2%)

639

Constant currency (1) revenue grew 4% with membership up 2%:• Southern Africa delivered excellent growth (+11% on prior year), membership grew

2% and 10 new clubs were opened (including the first in Botswana)• European revenue declined (2%) due to ten non-core clubs being divested.

Excluding these ten clubs, revenue grew by 3%• APAC revenue growth of 44% as new clubs continue to mature and 3 new clubs

were opened

2016 saw a depreciation of the Rand against Sterling of 22% which has driven the decline in Revenue at actual reported currency

EBITDA% margin

14221.6%

13421.2%

12419.4%

• Constant currency (1) EBITDA grew 15% • Actual currency EBITDA growth was 8%• Regional EBITDA growth (1) : Southern Africa +13%; Europe +8%; APAC +81%

Depreciation expense (42) (39) (36) Increase driven by investment in new clubs and premiumisation

Amortisation expense (28) (27) (35) Reduction due to certain assets being fully amortised

EBIT% margin

7210.9%

6810.8%

538.3%

Function of above


Virgin Active

Strong cash flow conversion

(1) Working capital excludes non-recurring cost cash flows(2) Maintenance capex includes head office and IT capex(3) Fixed asset disposal proceeds excluded from capex cash flow(4) Group level Operating cash conversion excludes new club capex and premiumisation capex(5) Non-recurring IT capex(6) Defined as Operating cash flow / EBITDA (actual currency rates)

Strong cash flow generation reflects good EBITDA growth profile and disciplined capital expenditure schedule

Reduction in EBITDA at actual exchange rates primarily driven by Rand currency (constant currency 1 £ = ZAR 17.8, Actual currency 1 £ = ZAR 19.52)

Increase in working capital outflow includes payments for previously provided property costs on closed clubs

Operating cash conversion (6) of c.59% following continued investment in maintaining the premium club portfolio

- 2015 included c.£14m of maintenance expenditure incurred in 2014 but paid in 2015

- Excluding this spend, 2015 operating cash conversion would have been 69%

Cash generation supports self-funded growth opportunities via new clubs and premiumisation of existing facilities

Non-recurring items primarily relate to IPO preparation fees and other transaction fees

Unlevered cash flow (£m) 2014 2015

EBITDA at constant currency 124 142

Forex adjustment to actual exchange rates - (8)

EBITDA (Actual currency) 124 134

Working capital movement (1) (3) (9)

Cash flow from operations 121 125

Maintenance and head office capex (2,3) (31) (47)

Operating cash flow 90 78

Operating cash conversion (4,6) 73% 59%

Investments – new clubs and premiumisation (46) (66)

Italian acquisition (Milan 3 clubs) - (5)

Non-recurring capex (5) (5) -

Non-recurring items and proceeds on disposal of assets (13) (10)

Free cash flow before financing, interest and tax 26 (3)

Cash Flow Commentary


Virgin Active

Southern Africa

HoneydewSouth Africa


Virgin Active

Southern Africa - Highlights

Jabulani – RED club

Honeydew – Lifecentre club(1) As at 31 December 2015

Clubs: 124 Clubs (1)

VA RED clubs: Strong value offering which targets more price-sensitive emerging customers (7 clubs)

VA Lifecentre Clubs: Comprehensive offering with high quality facilities catering for volume and families (114 clubs)

VA Classic Clubs: Exclusive luxury offering (3 clubs)

New club growth continues in three main areas of in-fill, urban fringe and emerging markets

4 clubs opened in the year

Locations include emerging as well as established markets and outlying towns, such as Riverside RED in Nelspruit

Jabulani (Soweto) opened on 4 July and is our fastest growing VA RED club yet

Robust pipeline for continued roll-out

The Best Clubs:

Continue to evolve club design, programming and indoor / outdoor experience

Opened 6 Lifecentre Clubs

2 clubs being built – Cape Town & Pretoria - providing a presence in all major metros in SA

Continue to seek potential sites and to evolve this high-end product


Virgin Active

Southern Africa – 2015 Highlights

Performance FY14 FY15 Change

Clubs # 114 124 9%

Membership # (000’s) 722 738 2%

Revenue£m (1)

Rm

1763,136

1963,485

11%

YoY EBITDA Growth (2) 13%

(1) Translated into Sterling at 2015 constant currency rates(2) YoY growth measured in Rand

Continue to innovate around the member experience and improve customer insights

Launched the new myVirginActive app in Q3 and had over 45k downloads by 31 December 2015. Currently the functionality includes timetables, bookings and club visit tracking

Superb Innovation

GRID (fun, functional training space) rolled out across 90% of the estate

Re-launched the cycle proposition (rollout of 340 wattbikes in over 70 clubs including the largest wattbike studio in SA with 31 bikes)

Enhanced café offering with Real Foods, incorporating a roll-out of NÜ Health Food Café and a refreshed Kauai menu and brand

Product development initiatives

Strong revenue growth from member dues (volume and price) and from secondary revenue streams especially Personal Training (+18%), Junior members (+43%) and Swim (+18%)

EBITDA growth of 13% (2) driven by flow through of revenue growth and better leverage of the cost base

Financials


Virgin Active

Europe

Capitán HayaMadrid


Virgin Active

Europe – 2015 Highlights

(1) As at 31 December 2015(2) Adjusted for the current club portfolio, which excludes the 10 clubs exited during 2015 (3) Translated at 2015 constant currency rates

Performance FY 14 FY 15 Change

Clubs # (2) 136 142 4%

Membership # (000’s) (2) 541 566 4%

Revenue £m (2,3) 409 421 3%

YoY EBITDA Growth (2, 3) 8%

Opened 2 new Classic clubs in City of London:

- The Walbrook (Cannon Street) and

- Merchant Square (Paddington)

Strengthened position in Milan through acquisition of 3 city centre premium clubs

Opened 1 new Collection club in Turin, Italy (Torino Classic)

12 UK clubs upgraded through premiumisation programme during 2015

Careful management of tail through 10 non-core club disposals during 2015

Another club being built in City of London (Mansion House)

The Best Clubs:

Launched new website

New junior programming

GRID rolled out to almost 50% of the estate

Barre and Pulse launched across the UK

Altitude training studio built at Walbrook, London

New Soulmate food offering in place in 61 UK clubs

Superb Innovation

Revenue from current club portfolio grew 3% YoY (3)

EBITDA up 8% YoY (2, 3)

Financials

Clubs: 142 Clubs (96 UK, 33 Italy, 9 Spain, 4 Portugal) (1)


Virgin Active

APAC

Collins StMelbourne


Virgin Active

APAC - 2015 Highlights

Performance FY14 FY15 Change

Clubs # 7 10 43%

Membership # (000’s) 25 37 48%

Revenue £m (2) 25 36 44%

YoY EBITDA growth (2) 81%

(1) As at 31 December 2015(2) Translated at 2015 constant currency rates

Clubs: 10 Clubs (6 Australia, 3 Thailand, 1 Singapore) (1)

3 new clubs opened in the 2015 – 1 in Australia (Collins Street) and 2 in Thailand (EmQuartier Classic and Westgate)

Construction of 4th site in Thailand (Bangkok’s largest multi-use facility) and 2nd

site in Singapore under construction and due to open in 2016. A 3rd site in Singapore is committed and due to open in 2017

Advance negotiations on a number of other key sites in Singapore and Thailand

Launched enhanced Mind and Body offering in our Norwest club in Sydney

The Best Clubs:

Continued the successful roll out of Barre in Australia and Asia

Launched Pulse & GRID in all Asian clubs

Partnered with Under Armour and launched cobranded outdoor Zuu classes in Asia

Exposure on Thailand national TV as a leading innovative, premium fitness and lifestyle provider

Launched Precision Nutrition coaching Australia

Superb Innovation

Revenue growth driven by strong growth in new and developing clubs

EBITDA growth increase is driven by the maturing of developing clubs

Financials


Virgin Active

Reminder of our strategy

OUR STRATEGIES

CREATE MARKET LEADING, SUSTAINABLE HEALTH CLUB NETWORKS IN OUR CHOSEN MARKETS

USE OUR BRAND, EXPERTISE AND SCALE TO DEVELOP INNOVATIVE PRODUCTS & SERVICES BEYOND THE FOUR WALLS OF OUR CLUBS

OUR PURPOSE TO MAKE EXERCISE IRRESISTIBLE

OUR VISION TO BE THE WORLD’S MOST LOVED EXERCISE BRAND


Virgin Active

2016: Another year of Growth and Innovation

(1) Measured using 2016 constant currency rates (1 £ = ZAR 24, Euro 1.4, Australian $2.0, Sing $2.1, Thai baht 53)

2016 sees acceleration of global club opening program

- 15 new clubs opening in Southern Africa including 5 Red clubs

- 3 new Collection clubs opening in Cape Town, Pretoria and London

- Ambitious acceleration of growth in Asia Pacific, with plans to invest up to £150 million and open up to 40 new clubs over the next six years, cementing Virgin Active’s leadership position in the region. Three clubs set to open in 2016

Upgrade of more London clubs into the Collection group – adding to the 17 clubs Virgin Active currently has worldwide

The Best Clubs

Global launch of exciting new cycle proposition “The Pack” with more to come

Superb Innovation

Virgin Active has entered into an agreement to sell 35 non-core UK clubs to Nuffield Health resulting in a stronger estate focussed on London, the South East and other major metropolitan areas, organised around 3 core proposition pillars: high-end Collection clubs, big family clubs and racquet clubs. The transaction is expected to close in the next few months

Transaction represents an acceleration of stated strategy to focus on operating and developing prime sites in metropolitan hubs in key geographies

Significant proceeds from the transaction will be invested in growth initiatives including:

Premiumisation of the UK estate through the growth of Virgin Active’s high end Collection portfolio of clubs; and

Investment in Europe as strategic opportunities arise

Club teams and members transferring to Nuffield Health

Builds on the £150m investment programme underway in the UK. Plans are underway to open a new Collection club in Mansion House, London in 2016

Net leverage falls to 2.7x (from 3.0x) on execution

Premiumisation of UK estate

Q1 2016 vs Comparative period (1) Southern Africa Europe APAC Group

Q1 2015

Q1 2016 % Q1

2015Q1

2016 % Q1 2015

Q1 2016 % Q1

2015Q1

2016 %

Clubs (number) 114 126 11% 138 142 3% 8 10 25% 260 278 7%

Revenue (£m) 35 39 9% 106 108 2% 7 10 46% 148 156 6%

EBITDA growth 7% 12% 324% 15%


Virgin Active

Performance for the year ending December 2015 has been strong with EBITDA growth of 15% year on year (1) having successfully rolled out 16 new clubs

Looking forward, the company is well positioned for further organic expansion in its existing territories and continues to seek and evaluate M&A opportunities

Good start to 2016 with 15% constant currency EBITDA growth in Q1 (2) (5% growth at actual exchange rates)

Confident of delivering double digit EBITDA growth in the current year, in line with long term trends, following investment in the company’s premium proposition and the continuation of its global club opening programme with up to 19 new clubs planned this year

Summary & Outlook

2016 Outlook

(1) At 2015 constant currency rates(2) At 2016 constant currency rates


Virgin Active

Brait’s valuationUnaudited Audited30-Sep-15 31-Mar-16

£'m £'mMaintainable EBITDA 132.0 134.5EBITDA multiple (1) 10.8x 11.0xEnterprise value 1,425.9 1,479.8Less: net third party debt (421.2) (407.6)Less: shareholder funding (2) (900.8) (946.0)Equity value of Virgin Active 103.9 126.2

Brait’s shareholding in Virgin Active 78.2% 81.3 98.7Less: Virgin Active management team’s performance based sweet equity (3) (7.8%) (8.1) (9.8)Brait’s effective economic interest in the equity value of Virgin Active 70.4% 73.2 88.9Brait’s shareholder funding 704.5 740.0

Fair value of Brait’s unrealised investment in Virgin Active (4) 777.7 828.9

Closing GBP/ZAR exchange rate R20.96 R21.21

Brait’s carrying value in ZAR’m R16,298 R17,579

Brait’s GBP carrying value translated into ZAR using acquisition exchange rate of R18.39 R14,302 R15,243Carrying value attributable to exchange rate movement R1,996 R2,336

(1) Mar-16 valuation multiple used of 11.0x represents a 19% discount to the peer average trailing three year EBITDA multiple of 13.6x, and a 20% discount to the peer average spot EBITDA multiple of 13.7x

(2) GBP denominated shareholder funding bears interest at a fixed rate of 10% and is unsecured, with no fixed repayment terms until the end of its ten year term on 16 July 2025. Total shown includes accrued interest to reporting date

(3) Brait announced on 16 July 2015 the completion of the acquisition of c.80% of Virgin Active. During Sep-15, further classes of non-voting share capital (sweet equity) were issued to the Virgin Active management team subject to vesting over a 4 year term. The valuation at reporting date reflects the full 10% dilution to Brait’s economic interest in the equity value of Virgin Active

(4) Brait has entered into a series of put option agreements with the Virgin Active management team. These options are based on Brait’s fair value of Virgin Active at the exercise date and as a result do not expose Brait to fair value risk


Virgin Active


Cash flow generative • Strong cash flow generation with a large proportion of membership fees received in advance• Provides capital for expansion or returns to shareholders

Market leader • Outstanding business in South Africa• No. 1 in UK and Italy based on revenues

Clear strategy• A proven model that is repeatable, flexible and resilient• Exposure to positive macro health and wellness trends• A strong roll-out pipeline; exciting platform in Asia Pacific

• Geographical diversification that is able to leverage the best practices of the group• Aspirational global consumer brand is a key differentiator supporting the customer proposition• Strong relationships with healthcare providers

Well positioned

• High earnings visibility from subscription based modelFinancial track record


Management team • Experienced, aligned and proven team

Alignment • Brait is the controlling shareholder alongside management, the founder and Sir Richard Branson


Premier


Premier

Business overview• A leading staple foods producer with the strategic intent to be a fast moving consumer goods (FMCG)

manufacturer offering branded and private label solutions

• Strong heritage brands dating back to 1820

− Snowflake (wheat flour), Iwisa No 1 & Nyala (maize meal), Blue Ribbon (bread)

− Lil-lets (feminine hygiene), Manhattan and Super C (sugar confectionery)

− Companhia Industrial da Matola S.A (“CIM”) food brand portfolio (Top Score, Polana, Florbela and Favorita) in

Mozambique

• Operates a wide footprint

− 16 bakeries, 7 wheat mills, 3 maize mills, a sugar confectionery plant, a feminine hygiene manufacturing plant, a

biscuit plant, a pasta plant and an animal feeds plant

− 22 distribution depots in South Africa, Swaziland, Lesotho and Mozambique, with a Lil-lets sales office in the UK

• On a large scale

− Sells 550 million loaves of bread and 1.35 million tons of maize and wheat per year

− Makes over 45,000 deliveries daily with a fleet of 930 bakery trucks and

− Employs 8,650 people

• Serves all channels to the market with significant exposure to the informal market which accounts for 70% of

bread sales volumes


Premier

Premier FMCG

BakingMilling Groceries

(1) Premier has the rights to produce and distribute the “Dove” brand for use in cotton wool products in South Africa in perpetuity

International


Premier

(R’m) YTD FY16 Growth

(1) YTD FY15 Commentary

Net revenue (2) 8,247 32% 6,254

• Like-for-like revenue growth was 13% • In its first year of inclusion, CIM contributed revenue of R1.2 billion year to date • Revenue from Milling and Baking comprises 77% of revenue:

- Milling revenue was 12.5% higher than the prior period driven by increased selling prices as a result of the commodity price increases

- Bread revenue increased by 14% • Sugar confectionery and Femcare recorded year on year revenue growth of 12% and 14%, respectively

EBITDA (3)

% Margin864

10.5% 41% 6149.8%

• Strong like-for-like EBITDA growth:- Milling operations up 11% - Baking up 17% - Sugar confectionery up 29%

• Femcare in SA and UK up 17% which includes contribution from the SA tampon manufacturing operation acquired March 2015

• EBITDA margin was constrained by higher milling selling prices as Premier targets a rand value margin per ton on its milling products

• In line with strategic plan, Premier is on track to record a double digit EBITDA margin for the first time in FY16 (up from a margin of 4.5% in FY11)

• Margin improvement due to:- focus on margin management through out the business especially in milling operations - improving Premier’s bread proposition to narrow the price differential to the market leader - adding higher margin FMCG businesses to the staple foods

• Premier has continued its investment in marketing to grow its brands by building brand equity and innovation. YTD marketing spend has increased by 32% over the comparable period

EBIT (3)

% Margin5767.0% 37% 419

6.7%

(1) Results for 9 months YTD FY15 exclude CIM (acquired in March 2015)(2) In the current year, Premier has accounted for sales of its milling by-product as a recovery of costs. Previously these sales were recognised as revenue. The FY15 results have been restated for this change(3) Before non-recurring costs/(gains) (YTD FY16: (R14m); YTD FY15: R7m)

YTD 9 months ended 31 March 2016


Premier

YTD 9 months ended 31 March 2016

(R’m) YTD FY16 Growth

(1) YTD FY15 Commentary

Cash from operations% EBITDA

66177% 97% 335

55%

• A further R129 million absorbed by working capital in YTD FY16 (YTD FY15: R241 million absorption) driven by trading and the impact of high commodity prices on selling prices

• The aggregate investment in working capital remained constant at 15% of revenue (YTD FY15: 16%)

Capex (977) 130% (425)

• Focus continues on rolling out the capex programme to improve efficiencies and expand capacity

• FY16 is the peak year of the capex programme• Of the YTD capex, R77 million has been invested in projects for innovation and new product

development• Major projects invested in YTD FY16 include:

- new wheat mill in Durban commissioned in November 2015- new extrusion plant in Kroonstad that uses special maize to produce a new

breakfast cereal range was commissioned in January 2016- Durban bakery to replace the line damaged by a fire in FY15- started projects to upgrade the Pinetown bakery and consolidate the three Eastern

Cape bakeries onto a single site - acquisition of the site in Durban that houses the mill and bakery

• Significant investment into vehicle fleet to improve efficiencies through direct ownership of the fleet


(316)(37%)

(251%) (90)(15%)

• During the year Brait injected shareholder funding to part fund the capex programme

(1) Results for 9 months YTD FY15 exclude CIM (acquired in March 2015)


Premier

The three pillars of Premier’s 2012

strategy:

Strategic intent:To be a leading FMCG player by growing EBITDA from existing operations at sustainable double digit margins, expanding the portfolio and growing in chosen geographies

1. Optimising milling and baking operations by investing in people, brands and assets

2. Converting from a staple foods producer to an FMCG branded business

Mission statement:• The Premier group provides innovative, branded and private label solutions in

partnership with our customers and consumers in the FMCG sector via defined routes to market

• Sustainable growth is achieved through organic and acquisitive opportunities in chosen geographies

• Our success is measured by our profitability and also by our ability to reinvent ourselves through our innovative products and leading brands

• We are mindful of our responsibilities towards our stakeholders, employees, consumers and the communities in which we operate

To be the best and grow together, we:• Run our existing business well• Are innovative and have a high performance culture• Ensure route to market excellence• Have category leadership in targeted categories• Grow through acquisitions and geographic expansion

3. Geographic expansion

Evolution of Premier’s strategy


Premier

Strategic theme - “Run our existing business well”Category Premier brands Trading and operational update for the 9 months ended 31 March 2016

Bread

• Blue Ribbon

• BB Bread (KZN)

• Star Bread

(Eastern Cape)

• Mister Bread

(Eastern Cape &

Swaziland)

• SUB Bread

(Swaziland)

• Revenue up 14% over prior period of which bread sales volumes up 7% and the balance from price increases

necessitated by cost pressure of wheat and packaging

• Blue Ribbon brand support continued by television campaign for “Get that Mmmm Yum taste” and in-store

demonstrations for the lifestyle range of loaves

• On the back of consistent quality and taste profile, focus continues to be on narrowing the price gap to the market

leader

• Sold 416m loaves in South Africa and Swaziland. In South Africa, 70% of sales in the informal sector which grew

by 9% Premier improved its market share in the formal market from 22% to 24% (1)

• Focus on operational efficiency - despite significant increase in number of loaves sold, Premier fleet drove 11%

fewer kilometres, reduced its fuel consumption by 14% and accident frequency by 81%

(1) Market share is the share of value for the 12 months to April 2016 as measured by AC Nielsen


Premier

Strategic theme - “Run our existing business well”Category Premier brands Trading and operational update for the 9 months ended 31 March 2016

Maize

• Iwisa

• Invicta

• Nyala

• Super Sun

• High maize prices led to contraction of the maize market - Premier’s maize sales volumes were down by 5%

• Additional costs were incurred to maintain service levels during a 6 week strike at the Kroonstad maize mill in August /

September 2015

• Focus has been on margin management at the expense of volumes and Premier’s market share has remained

relatively constant at 21.6% (1)

Wheat • Snowflake

• Wheat sales volumes up 1% despite fierce competition

• Consumer flour sales only account for 33% of Premier’s total flour sales. Premier has a 26.8% market share (1) and

a 46.5% (1) market share of cake mixes. Premier’s focus on margin management means that Snowflake trades at a

value / volume premium of 13%

• Completion of a state-of-the-art wheat mill in November 2015 in Durban which expands overall capacity and enables

Premier to mill flour for Kwa-Zulu Natal market on a cost effective basis

(1) Market share is the share of value for the 12 months to 31 March 2016 as measured by AC Nielsen


Premier

Category Premier brand Trading and operational update for the 9 months ended 31 March 2016

Sugar

Confectionery

• Manhattan

• Super C

• Grown volumes 9% and market share to 9.8% (3) by launching new products and filling sales gaps in the formal and

informal sectors translating into 12% growth in revenue

• Category requires high rate of innovation - Premier has introduced 46 new SKUs since acquisition in May 2013

• Despite challenging trading conditions for the category, margin has benefited from sales of new higher margin

products

• Export sales were 75% up on prior year including sales to Premier subsidiaries in Swaziland and Mozambique

Home &

Personal Care

• Lil-lets

• Dove (1)

• Vulco (2)

South Africa:

• Stable market share of 20% of the overall Femcare product sales which includes an 82% share in the non–applicator

tampon segment (3). Premier has focused on gaining share in the pads and liners segments

• Developing export markets in Africa by appointing distributors and using Premier’s subsidiaries to distribute Lil-lets

products

United Kingdom:

• The tampon market has declined by 2.1% in volume and Lil-lets’ tampon volumes were down by 4.2% driven by the

decision to discontinue a low margin range. Lil-lets value share in the non–applicator tampon segment is 76% (4)

• Strategy is to invest in marketing to recruit new customers through Lil-lets’ teen range and applicator tampons

• International expansion programme is on track - with distribution into China currently through 400 high-end retail

stores and a robust presence in Cyprus

• Benefits from Rand depreciation against the Pound

(1) Licenced from Unilever Plc for cotton wool products in South Africa; (2) Vulco is the No. 1 household glove brand in SA; (3) Market share is the share of value for the 12 months to 31 March 2016 as measured by AC Nielsen; (4) IRI data 52 weeks ending 14 May 2016

Strategic theme - “Expand the portfolio”


Premier


Milling

• Iwisa, Nyala

and Top Score

• Thrive

• Building on successful range extensions of milling brands which saw Snowflake expand into baking powder and Iwisa into

corn flour. Premier launched Iwisa Sip Snack in Gauteng using a third party beverage packer

• In January 2016 commissioned an extrusion plant at the Kroonstad maize mill that produces products for the Ready-to-Eat

(“RTE”) breakfast cereal market

• In South Africa, the Hot Cereal segment is estimated at R888 million and the RTE segment at R5 billion, growing at

8% p.a. (1) offering significant growth potential for Premier’s new ranges

• In March 2016, Premier launched an instant porridge range (under the Iwisa, Nyala and Top Score brands) as well as a high

protein, multi-grain cereal under a new brand “Thrive”

(1) Nielsen data, October 2015

Strategic theme - “Expand the portfolio”


Premier


CIM

(Mozambique)

• Top Score

(maize)

• Polana (pasta)

• Florbela &

Favorita (wheat)

• CIM was acquired in March 2015 and in its first year of trading as part of Premier, is recording excellent results

with revenue and EBITDA ahead of the investment case

• Following the conversion of a shareholder loan into equity, Premier owns 95% of CIM with the balance held by

local minority shareholders

• CIM has leading market shares of 30% in wheat flour and maize, 34% in pasta, 28% in biscuits and 38% in

animal feeds in Mozambique (1)

• There is a challenging macro economic backdrop in Mozambique, which has seen rising interest rates,

currency volatility and shortage of foreign currency to settle imports

• In line with the investment case, significant investment in capex to expand warehousing, site efficiencies and

install a uninterrupted power source

• Premier is using CIM’s in-country distribution infrastructure to sell its femcare, sugar confectionery products,

Impala Special Maize and Blue Ribbon bread into Mozambique

Premier

Swaziland

• Blue Ribbon,

SUB & Mister

Bread

• Top Score &

Ligugu (maize)

• Baker’s Pride

(wheat)

• Premier acquired two bakeries in February 2012 and consolidated these onto a single site

• This was followed by the acquisition of a maize and wheat mill in April 2014 to form an integrated milling and

baking business

• In 2015, Premier bought out its partner and Premier Swaziland is now a wholly owned subsidiary

• Premier Swazi bakes 90,000 loaves per day and is the leading bakery in Swaziland

Strategic theme - “Grow in chosen geographies”

(1) AMA 2015 Annual Report


Premier

OutlookRun our existing business well

• Premier has secured the supply of maize beyond its FY16, in order to mitigate the risk of white maize

shortages, given the outlook for the 2015/16 crop. Recognising that tariffs are increasing the price of

staples, ITAC (1) is reviewing the current formula for setting tariffs on wheat and maize and has

requested submissions from stakeholders

• In bread, Premier plans to continue to focus on innovation in recipe formulation and brand building.

Introduce a new recipe to comply with new low sodium legislation without comprising its taste

proposition

Innovative and high performance culture

• Focus on fewer but larger new product development ideas

• Continue to focus on expanding strategic brands into adjacent categories and geographies

Ensure route to market excellence

• Focus on supply chain optimisation with an 18 month project launched in Feb 2016

Grow through acquisitions and geographic expansion

• Focus on achieving the targeted investment returns and maximising synergies / revenue opportunities

• Continue driving export sales to African countries

• Continue with Lil-lets’ international strategy focusing on China and the Middle East

• Seek FMCG acquisitions in SA and rest of Africa but remain disciplined in the approach

- In Feb 2016, opted not to proceed with an East African acquisition based on results of due

diligence

(1) International Trade and Administration Commission of South Africa


Premier

Brait’s valuationAudited Unaudited Audited

31-Mar-15 30-Sep-15 31-Mar-16R'm R'm R'm

Maintainable EBITDA 829 1,009 1,125EBITDA multiple (1) 12.3x 12.6x 12.7xEnterprise value 10,197 12,713 14,286Less: net third party debt (2) (1,609) (2,114) (1,946)Less: shareholder funding (1,578) (2,389) (2,562)

Total (1,989) (2,389) (2,726)Adjustment for acquisitions / capex not as yet generating EBITDA 411 - 164

Equity value of Premier 7,010 8,210 9,778

Brait’s shareholding in Premier (3) 86.5% 90.3% 91.1%

Fair value of Brait’s unrealised investment in Premier 8,241 9,804 11,637

Equity value 6,061 7,415 8,911

Shareholder funding (4) 1,989 2,389 2,726Financial derivative asset (5) 191 - -

(1) Mar -16 valuation multiple used of 12.7x represents a 2% discount to the peer average trailing three year EBITDA multiple of 13.0x and is in line with the peer average spot EBITDA multiple of 12.7x

(2) Net third party debt is shown after the normalisation adjustment for capex spend that is not yet generating EBITDA, due to its early stage (Mar-16: R358m; Sep-15: R96m; Mar-15: R140m)

(3) Increase in Brait’s shareholding due to the exercise of put and call option agreements

(4) Shareholder funding bears interest at the ruling SA prime interest rate plus a margin of 2% and is unsecured, with no fixed repayment terms. Premier has to date serviced interest of R389m

(5) Brait acquired the last tranche of the shares held by former Premier shareholders resulting in the settlement of the financial derivative asset. The series of put and call option agreements that Brait has with the current Premier management team are based on Brait’s fair value of Premier at the exercise date and as a result do not give rise to any financial instrument


Premier


Cash flow generative • Strong cash flow characteristics due to nature of the product basket that is focused on cash sales into the informal market

Market leader • Market leading staple food brands• Includes some of the oldest brands in the country

Clear strategy• Optimising core operations by investing in people, brands and assets• Investing in a number of internal projects with attractive returns• Target acquisitions in a wide range of adjacent and FMCG categories

• Distribution platform – opportunity for other product sets• Sizeable footprint and reach – not easy to build / replicate• Operating leverage – ability to expand margins and improve production efficiencies

Well positioned

• Well exposed to cash consumer in higher growth LSM 1 – 6 categories• CIM acquisition enhances exposure to neighbouring countries Cash consumer


Management team • Deep bench with significant industry experience across all categories

Alignment • Shareholders are Brait (91.1%) and management (8.9%)


Iceland Foods


Iceland Foods

Business overviewIntroduction

• UK based national food retailer best known for its frozen food offering• Founded in 1970 by Malcolm Walker, current CEO• Over 22,000 employees; one of three companies to be ranked among the “Best Big Companies to work for” in every one of the last 10 years (1)

Defensible market position• 2.0% of UK grocery market (2)

• 16.1% share of the UK frozen market (2nd only to Tesco) (2)

• Focused differentiated customer proposition of quality, value and convenience• Not a direct competitor to Big 4, but aim to take share of customer wallet

Diversified product mix• Sales are split c.40% frozen, with the remainder split evenly between chilled food and grocery• Iconic private label offering delivering higher margins and product innovation• c.2,500 SKU’s

Channels to market• In-store

- 881 stores (FY15: 872) of which 864 are in the UK (3) (FY15: 859) mainly in convenient high street locations• Home delivery (4)

- Free delivery is offered to in-store customers spending in excess of £20 • Online (4)

- An online service is available throughout the UK, with free delivery to customers spending at least £35

The Food Warehouse• New concept store launched in 2014. Currently 12 in operation with a further 25 planned to open in FY17• Operates in retail parks and offers bulk buying, extended ranges of luxury and specialty frozen food, chilled meat and fresh produce

Attractive customer demographic• Targets value seeking families, providing a compelling ‘value for money’ proposition

Cash generative business model• Proven track record of high cash generation and de-leveraging

(1) Sunday Times Best Companies Awards; (2) Kantar Worldpanel: 12 weeks ending 24th April 2016; (3) Includes 12 “The Food Warehouse” stores at FY16 (FY15: 6 stores); (4) Delivered sales (both in-store and online purchases) regularly exceed 200,000 deliveries per week


Iceland Foods

Financial review: FY16 Key highlights

(1) IGD refers to the Institute of Grocery Distribution; (2) ONS: Consumer Price Inflation March 2016; (3) Kantar: 12 weeks ending 27 March 2016

The market

• The IGD (1) recorded like for like sales growth for the market of (1.4%) for the 52 weeks ending 26 March 2016

• Food prices fell by (2.7%) in the year to March 2016 (2)

• Tesco, Asda and Morrisons have a declining market share (3)

• Discounters continue to show double digit total sales growth

Iceland

• Iceland Foods’ sales for its 52 weeks ending 25 March 2016 decreased by (0.8%) on FY2015

• Like-for-like sales of (2.7%) represented an improvement of 1.7% year-on-year

• The Group opened a net 9 new stores in the year taking the Group estate to 881 (864 UK stores including 12 Food Warehouse)

• Full Year EBITDA of £150.5m, £0.3m up year-on-year

• Full Year EBITDA % of Turnover of 5.6%, in line year-on-year

• Full year Cash from operations of £148.8m • Capital expenditure for the year of £62.1m (FY2015: £28.7m) included a new EPOS system, installation of LED store lighting

across the estate, investment in the refurbishment of the manufacturing business, and new stores and refits

• Free cash flow post capital expenditure of £86.7m represents an EBITDA cash conversion ratio of 58%• Net Debt at the end of the year of £731.1m, improvement of £13.9m year-on-year

• Resulting Leverage ratio of 4.9x, an improvement of 0.1x on last year


Iceland Foods

Full year sales performance (£’m)

FY16 FY15 Var WeightedVar %

Base estate (LFL) 2,582.4 2,653.1 (70.7) (2.7%)

New stores 74.4 28.0 46.4 1.7%

Other group companies 17.9 15.6 2.3 0.1%

Turnover 2,674.7 2,696.7 (22.0) (0.8%)


Iceland Foods

Full year sales performance (£’m)

-7%

-6%

-5%

-4%

-3%

-2%

-1%

0%FY15 Q2 FY15 Q3 FY15 Q4 FY16 Q1 FY16 Q2 FY16 Q3 FY16 Q4

Like for Like sales moderated to -2.7% for FY16 from -4.4% for FY15 and quarterly trend is improving….


Iceland Foods

FYE March 2016 results at a glance

(£’m) FY16Audited

Growth FY15Audited (1) Commentary

Sales 2,674.7 (0.8%) 2,696.6• LFL sales down 2.7% driven by UK food price deflation (2), a decline in

customer transactions and cannibalisation effect of new store openings, partially offset by an increase in average basket values

• Year-on-year sales down 0.8%; net 9 stores opened in FY16 (FY15: net 28)

EBITDA% Margin

150.55.6%

0.2% 150.25.6%

• EBITDA margin of 5.6% in line with prior year• Driven by increased marketing spend offset by an improvement in gross

margin and control of operating costs

DepreciationAmortisation of intangibles

(35.5)(0.2)

(7.1%)-

(38.2)(0.2)

• Depreciation charge reduced primarily as a result of the 71 stores opened in FY10 becoming fully depreciated in FY15

Adjusted EBIT % Margin

114.84.3%

2.7% 111.84.2%


Amortisation of goodwillExceptional items

(75.1)(9.4)

-81%

(75.1)(5.2)

• In terms of UK GAAP, Iceland amortises goodwill of £1.5 billion over 20 years• Exceptional items for both years relate to business restructure costs

EBIT (3)

% Margin30.31.1%

(3.8%) 31.51.2%


(1) Iceland Foods adopted Financial Reporting Standard 102 “The Financial Reporting Standard Applicable in the UK and Republic of Ireland” in FY16. This resulted in the restatement of FY15 EBT and PAT to recognise the £12m gain on fair value of foreign exchange forward contracts, cross currency and interest rate swaps. Under the old UK GAAP, such derivative contracts were not recognised in the balance sheet. These derivative contracts were closed out during the July 2014 refinancing

(2) UK food deflation is at (1.4%) (Kantar Worldpanel: 52 weeks ending 26 March 2016)(3) Iceland Food’s FY15 audited financial statements reported an EBIT loss of £27.8m, which included the July 2014 debt refinancing costs of £53.8m (exceptional items) and £5.5m amortisation of loan fees. The

audited FY16 financials classify these £59.3m costs as interest payable and similar charges. This explains the positive variance of £59.3m


Iceland Foods

(£’m) FY16 FY15 Commentary

Cash from operations % EBITDA

148.898.9%

189.3126.0%

• Business has remained strongly cash generative• Reduction relative to FY15 driven by lower benefit from working capital (largely

as a result of prior year comparable including significant benefit from supplier payments)

Capex (62.1) (28.7)

• Major capex programme driving increase. Projects specific to FY16 including a new EPOS system, expansion of the Iceland Manufacturing facility in Manchester and energy efficient equipment

• Partially offset by lower number of new stores

Operating cash flow post capex % EBITDA

86.757.6%

160.6106.9%

• Function of the above

Tax paid (21.4) (19.3) • Tax in line year-on-year

Net interest paid (48.6) (28.3)• Net interest includes underlying interest payable on Bonds offset by discount on

bond buybacks and interest income• Increase driven by timing of payments

Refinancing fees paid - (11.9) • July 2014 debt refinance

Operating cash flow post capex, tax and interest paid

% EBITDA16.7

11.1%101.167.3%

• Aggregate of above



Term debt facilities Interest rate Term(years) (3) Currency Mar 2016

£’mMar 2015

£’m

Total term debt (2) 887 912

Senior Secured Note - Floating Libor + 425 bps 6 GBP 321 331

Senior Secured Note - Fixed 6.25% 7 GBP 366 381

Senior Secured Note - Fixed 6.75% 10 GBP 200 200

Revolving Credit Facility (“RCF”) (4) 6 GBP 30 30

Iceland Foods

(£’m) 2016 2015

Cash at bank and in hand 165 164

Debt (including finance leases) (896) (909)

Net debt (731) (745)

Net leverage (1) 4.9x 5.0x

(1) Net leverage calculation based on actual EBITDA(2) FY16 debt : £887m bond debt + £10m finance leases; FY15 debt : £908m + £1m finance leases. Total of £912m reflected in FY15 balance sheet as £909m debt; £3m included in the line item “Current liabilities”(3) Term of debt at original issue date July 2014(4) RCF is undrawn



Iceland Foods

In June ‘15 we explained….

• Price is no longer a differentiator

• Focussing on Frozen as our point of difference, our speciality

• The way forward is to change everything

‒ Power of Frozen

‒ Product quality and innovation

‒ Advertising / PR

‒ Packaging

• Online and Food Warehouse channels representing exciting prospects

• Do not lose focus on value proposition

Iceland update


Iceland Foods

Power of Frozen

Trading review…

• Innovation

‒ Launched in February 2015, the exclusive Slimming WorldTM range of products has grown into the UK’s number onehealthy eating brand

‒ Many new and distinctive frozen lines have beenintroduced into stores

• Change perception of frozen food by underlying advantages ofquality, freshness, choice, convenience and waste reduction

• Brand is benefitting from the biggest ever product developmentprogramme

• Marketing campaign successfully re-emphasising Iceland’s longestablished credentials as the UK’s leading frozen food specialist

‒ New TV adverts based on real life families

‒ PR (investment in people and social media)

‒ Outdoor advertising


Iceland Foods

Product quality and innovation


Iceland Foods

Advertising and PR

Awards won in 2016…..

• At the British Frozen Food Federation Product Awards 2016,Iceland swept the board in the retail categories, recognising theinvestment made into creating genuinely innovative new productsfor the consumer

‒ Iceland won 3 Gold medals, 3 Silver and 4 Bronze medals

‒ In addition, Iceland won the “Retail Product of the Year” forthe Slimming WorldTM Chicken Tikka Masala

• At the Grocer Own Label Awards 2016, Iceland won 2 Goldmedals and 2 Silver medals


Iceland Foods

Advertising and PR


Iceland Foods

Packaging


Iceland Foods

Value offering: Maintain price gap

Source: Iceland Net price index (185 key value lines)


Iceland Foods

Value proposition

Maintain price gap

• Tactical marketing initiatives to remind public that Iceland remainsoutstandingly competitive across all categories

• 7 day deals

‒ Market leading price for 7 days

‒ Drive footfall

• Leaflet drops


Iceland Foods

Online

• Building on 20 years of expertise in home delivery Iceland has developed a fastgrowing online business

‒ Total delivered sales (in-store and online purchases) exceed 200,000deliveries per week

‒ Voted the UK’s best online store in the annual Which? survey of customersatisfaction with supermarkets based on value for money, offers andconvenient delivery slots

• National TV advertising campaign to prioritise online channel

• Recent free delivery threshold drops have driven transactions (free delivery on onlineorder of £35 or more and customers can place orders of £25 subject to a smallcharge)

• New look website


Iceland Foods

The Food Warehouse

Key differences to a Standard Iceland store:• 10,000 sq.ft (vs Standard Iceland store at 5,000 sq.ft)

• Out of Town location – operates in retail parks

• Single unit pricing – no multi-buys

• Higher average weekly sales (£85k vs £60k Standard Iceland)

• Higher average basket size

• Lower cost to serve %

• More SKU’s

• The Food Warehouse chain doubled in size to 12 stores atFY16 year end (FY15: 6 stores)

• Offers an extended product range (including generalmerchandise)

• Destination shops; typically in retail parks

• Offer customers bigger packs, wider range in bigger,fresher stores

• All stores are trading successfully

• Planned 25 new stores in FY17


Iceland Foods

FY17 Capital expenditureSignificant investment into the business• New stores ( Food Warehouse)

• Refits / estate maintenance

• Completion of Iceland Manufacturing facility, dedicated to Slimming World TM

• Food kitchen

• New freezers

• Merchandising system

• Dedicated pick centre for online

• Completion of EPOS/ IT infrastructure

The online pick centreThe new development kitchen


Iceland Foods

Outlook

• 4 Food Warehouse stores will open in Q1 out of a plan to add25 new UK Food Warehouse stores by end of FY17

• 8 new Iceland stores planned in the Republic of Ireland

• “Power of Frozen” marketing campaign and new productdevelopment will continue to improve consumerunderstanding of the Iceland brand

• Investing in new product capability by the construction of astate of the art product development kitchen

• Made senior appointments to strengthen buying teamparticularly in chilled food and grocery

• Increased trading initiatives to remind the public that weremain outstandingly competitive on price

• Launch of new TV adverts focussed on real families andsocial media content


Iceland Foods

Brait’s valuationAudited Unaudited Audited

31-Mar-15 30-Sep-15 31-Mar-16£'m £'m £'m

Maintainable EBITDA 150.0 150.0 150.5

EBITDA multiple (1) 7.5x 8.0 x 8.8 x

Enterprise value 1,125.0 1,200.0 1,324.4

Less: net debt (2) (756.0) (739.0) (731.3)

Equity value of Iceland Foods 369.0 461.0 593.1

Brait’s shareholding in Iceland Foods (3) 18.7% 18.7% 57.1%

Fair value of Brait’s unrealised investment in Iceland Foods (£’m) 70.0 87.2 338.7

Equity value 68.9 86.1 338.7

Loan claim (4) 1.1 1.1 -

Closing GBP/ZAR exchange rate R17.97 R20.96 R21.21

Brait’s carrying value in ZAR’m R1,259 R1,829 R7,181

Brait’s GBP carrying value translated into ZAR using acquisition exchange rate (5) R837 R1,043 R6,269Carrying value attributable to exchange rate movement R422 R786 R912

(1) Mar-16 valuation multiple used of 8.8x represents a 12 discount to the peer average trailing three year EBITDA multiple of 10.0x, and a 10% discount to the peer average spot EBITDA multiple of 9.8x

(2) Brait’s valuation considers net debt based on latest management accounts at the date of finalising the valuation

(3) Brait increased its shareholding in November 2015, buying a further 38% of Iceland Foods from Lord Kirkham and The Landmark Group

(4) The loan claim was settled during Brait’s November 2015 transaction

(5) R11.96 was the exchange rate upon acquisition paid for Brait’s initial 18.7% shareholding in Iceland Foods. The blended acquisition exchange rate for Brait’s 57.1% shareholding is R18.51


Iceland Foods

Brait’s acquisition of a further 38%

Overview• Brait announced on 19 November 2015 the completion of the acquisition of a further 38% of Iceland Foods from Lord Kirkham and The

Landmark Group

• This transaction increased Brait’s stake in Iceland Foods from 19% to 57%

• The shareholding of the founder and management team of Iceland Foods remains unchanged at 43%

• Brait funded the acquisition cost from the proceeds of it’s £350 million convertible bond issued in September 2015

Benefits to Brait• Increasing Brait’s shareholding to 57% is in line with Brait’s strategy of holding majority stakes in sizeable unlisted companies

• Acquisition price was at an attractive entry point (EV/EBITDA multiple c.7.9x)

• Shareholders now Brait (57%) and management (43%) – aligned long term interests in formulating and executing strategy

• Brait is excited for the prospects in partnering with the dynamic and entrepreneurial management team


Iceland Foods


Cash flow generative • Strong cash flow generation from operations used primarily for deleveraging

Market leader • Market leader in frozen foods that focuses on the cash consumer by providing value for money• Quality and innovative private label products at attractive prices, driving superior margins

Well positioned• Extensive footprint of 881 stores (864 in the UK which includes 12 Food Warehouse stores)• Well positioned to perform in current and medium-term economic climate prevailing in the UK• The Iceland Foods brand and services such as home delivery considered strong competitive differentiators

• Customers are low LSM equivalent Cash consumer

• Targeted procurement strategy allows Iceland Foods to be relevant to specific brands, leveraging buying power• Clear value message through round sum pricing• Highly effective streamlined business model

Clear strategy


Management team• Entrepreneurial management style and positive culture permeates throughout the organisation• Since their return in 2006, the management team has demonstrated its ability to deliver significant value

creation through earnings growth, cash flow conversion and loyalty from customers and employees

Alignment • Strong, experienced management team aligned with Brait through equity ownership (management hold 43%)


Other investments

Audited Unaudited Audited

Mar-15 Sep-15 Mar-16

R’m% total assets R’m

% total assets R’m

% total assets

Other investments portfolio carrying value 2,438 6% 1,596 2% 1,770 2%

Overview

Investments housed within Brait’s Other Investments portfolio include:

• DGB: a leading South African producer and exporter of local wine and importer of spirit brands

• Brait’s effective c.10% interest in Brait IV; carrying value largely attributable to:

o Consol – the largest manufacturer of glass packaging products on the African continent

o Primedia – a leading South African media group

Movements during FY 2016

• R1.6 billion proceeds received from the divestment of SVF and Chamber Lane Properties

• Increase in DGB’s carrying value:

o Brait increased its shareholding from 40% to 81%

o DGB has demonstrated strong growth (LTM (1) EBITDA up 17% to R170m) and cash flow generation

Proceeds received from the Other Investments portfolio (since 1 April 2011)

• In excess of R2.1 billion has been received to 31 March 2016

(1) LTM refers to Last Twelve Months


Conclusion

Investmentportfolio

New Look• New Look produced a strong financial and operational performance in 2016, continuing its focus on consistent

delivery and investment across its strategic initiatives in a disciplined and sustainable manner, to facilitate long term growth. Whilst the immediate outlook for UK retailing is more challenging than it has been for some time, New Look is confident in its strategy and ability to execute it

Virgin Active• Virgin Active generated a strong financial performance in 2015 and remains focused on its strategy of being the

leading premium health operator in its chosen markets. The company is well placed for growth, with (i) a deep pipeline of club openings in Southern Africa; (ii) plans to accelerate the premiumisation of a streamlined UK estate; (iii) exciting opportunities for expansion in APAC and (iv) continued investment in innovation

Premier• Premier continues to deliver on its strategy of brand building, through producing consistent quality offerings and

product innovation as well as operational efficiencies. Premier’s core brands are well positioned to compete in their respective markets

Iceland Foods• Iceland Foods core business has stabilized. Continued strong cash flow generation, targeted marketing

campaigns, increasing the roll out of Food Warehouse stores, investing in people and online sales remain key strategies that management is focused on to drive growth

Brait

• This has been another productive, return focused year for Brait • The capital raised from the realisation of Pepkor at the close of FY2015, was effectively deployed during the first half of the current

financial year in acquiring New Look and Virgin Active. Recently, at the EMEA Finance Achievement Awards for 2015, held in London, Brait was awarded ‘Best Private Equity Investment’ for New Look and ‘Best M&A Deal’ for Virgin Active

• Both these assets have produced solid results in their respective financial years and are performing in accordance with the original investment plan

• The second half of the year was characterised by (i) the successful debut GBP350 million Convertible Bond issuance, which listed on the Open Market segment of the Frankfurt Stock Exchange in October 2015; and (ii) increasing the shareholding in Iceland Foods to 57%, which resulted in the Group holding majority stakes across its four core investments

• Brait continues to explore new pools of capital to enhance its capital structure and ensure that it is well placed for new opportunities to complement its portfolio

APPENDICES


Brait overview

Brait’s “Other Investments” portfolio comprises:• 81% shareholding in DGB• Effective c.10% look-through interest in Brait IV Private Equity fund (major investments are Consol and Primedia)

Brait is an investment holding company focused on driving sustainable long-term growth and value creation in its investment portfolio of sizeable unlisted businesses operating in the broad consumer sector. Brait’s shares are listed on the EURO MTF market of the LuxSE and also on the JSE


Brait’s Convertible Bond

Salient features• Brait’s unsubordinated, unsecured Convertible Bonds (“Bonds”) offering on 11th of Sep 2015 was oversubscribed, raising GBP350 million• The Bonds carry a fixed coupon of 2.75% per annum, payable semi-annually in arrears • Fixed conversion price of GBP7.9214 per share, represents a 30.0% premium to the volume weighted average price of Brait’s ordinary shares between launch

and pricing on 11 September 2015• Using this conversion price, the Bonds will convert into 44.184 million shares (8.5% of Brait’s current issued share capital) on exercise of bondholder

conversion rights• In the event the bondholders have not exercised their conversion rights, the Bonds are settled at par value in cash on maturity• Brait has a soft call to early settle Bonds at their par value after 9 October 2018, if the value of the ordinary shares underlying the Bonds is equal to or exceeds

GBP130,000 for more than 20 of the 30 consecutive trading days up to 9 October 2018• The Bonds listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange on 15th of Oct 2015

Benefits for Brait• Successful debut European capital markets transaction:

‒ First investment company with unlisted assets to tap the European equity-linked market for funding‒ Raised the Group’s profile and sets a positive tone for any future capital markets issuance

• Diversification of funding sources from an instrument, investor and geographical basis• Convertible bond is a good funding instrument for Brait:

‒ Provides an equity and cash underpin to the balance sheet, with no immediate equity dilution ‒ The coupon of 2.75% is cheaper than normal debt and the Bond is covenant light

• Post the New Look and Virgin Active investments, Brait’s asset portfolio is largely GBP denominated which supported issuing the Bond in GBP

Accounting treatment• In terms of IAS 32 (Financial Instruments: Presentation), the GBP350 million Bond is a compound instrument• The liability component is recognised initially as GBP308.3 million, which is the present value of the principal and coupon payments over the five year term,

discounted at a market related rate for a vanilla bond at the date the Bonds were issued (a rate of 5.51%)• The residual GBP41.7 million is recognised as an equity reserve • At each reporting date during the term of the Bond, the liability component is remeasured to reflect the unwind of discount • This will result in the liability at maturity date being recognised at the Bond’s face value of GBP350 million

Overview


Brait’s Convertible Bond

Salient termsIssuer Brait SE

Issue size £350 million ($538 million; R7.3 billion)

Denomination £100,000 each

Coupon Fixed rate of 2.75% per annum, payable semi-annually in arrears on 18 March and 18 September over the 5 year term

Term Five years

Listing exchange Listed on 15 October 2015 on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange

Pricing date 11 September 2015

Reference share price VWAP between launch and pricing on 11 September 2015 of GBP6.0934 (equivalent to R127.65)

Conversion premium 30%

Conversion price GBP7.9214 (R165.95 at time of pricing)

Conversion ratio 12,624 Brait ordinary shares per Bond

Settlement date 18 September 2015 (T+5)

Settlement upon conversion

Convert into 44,184,109 Brait ordinary shares (8.5% of Brait’s current issued share capital)(settlement via new issue of shares or from treasury shares held)

Issuer call On or after 9 October 2018 to early settle the Bonds at their par value; provided that the value of the ordinary shares underlying a Bond have exceeded £130,000 for more than 20 dealing days in any consecutive 30 day dealing period. This equates to a Brait share price of £10.2978 (R215.74 at time of pricing)

Status of the bond Unsubordinated and unsecured

Dividend protection The conversion price is adjusted for any dividend paid

Covenant Brait’s “Tangible NAV / Net Debt” ratio shall not be less than 200% so long as the Bonds remain outstanding


Brait’s Preference Shares

Proposed Preference Share Capital redemption and delisting• Brait announced on 9th of November 2015:

o Proposed amendment to its Memorandum of Association to authorise the Company to potentially redeem and delist its Preference Shares

o Request for shareholder approval to buy back up to 75% of the Preference Shares on and off the market

• Rationale: Surplus liquidity following the disposal of the Steinhoff shares and issuance of the GBP350 million Convertible Bond

• The Circular containing full details of the terms, including the required notice for the Extraordinary General Meeting and necessary resolutions to be approved by all shareholders, was sent to both ordinary and preference shareholders on 9 November 2015

• The proposed redemption price was the par value of R100, together with any scheduled and accumulated dividends

Brait’s R2 billion Preference Share Capital• Brait’s 20,000,000 cumulative, non-participating Preference Shares (R100 par value) listed on the Luxembourg Stock Exchange and the JSE on 6 August 2012:

o Initial R1.5 billion private placement was oversubscribed

o R500 million private placement on 25 June 2013 completed Brait’s R2 billion Preference Share programme

• Total net proceeds raised of R1.964 billion were applied at the time to settle Group borrowings

• Dividends: payable semi-annually; floating dividend rate of 104% of SA prime lending rate (“Prime”); default rate at 144% of Prime

Completion of redemption and delisting

Completion of redemption and delisting• Brait announced on 19 January 2016:

o Payment of a gross cash dividend of ZAR3.02 (ZAR2.57 net of dividend withholding tax) per preference share for the period 1 October 2015 to 18 January 2016 (the redemption date)

o Completion of the redemption of the Company’s 20 million issued preference shares at their Deemed Issue Price of ZAR100.00 per preference share

o Subsequent delisting of all of the Company’s preference shares from both the LuxSE and the JSE


New Look

Appendix information


10.7

6.1 5.5 5.5 5.23.6

2.4 2.3 2.3 2.2

Com

petit

or 1

New

Loo

k

Com

petit

or 2

Com

petit

or 3

Com

petit

or 4

Com

petit

or 5

Com

petit

or 6

Com

petit

or 7

Com

petit

or 8

Com

petit

or 9

Womenswear£22.8mAccessories

£2.9m

Childrenswear (5)

£5.1m

Menswear£10.5m

Womenswear64%

Accessories11%

Childrens wear6%

Menswear3%

Footwear16%

New Look

Longstanding and leading position in the value fashion sector

6.8 10.0 12.6 16.124.8 25.3 28.6

35.131.6 35.3

41.251.2

2004 2009 2014 2019f

Rest ofMarket

ValueMarket

UK Clothing Market (1) No. 2 in UK Womenswear (2)

3.6% 6.1%

New Look UK market share (3) Total market size£41.2bn (1)

New Look product sales mix (4)

(1) Copyright © 2015 Verdict, reproduced with permission of Verdict(2) Kantar Worldpanel, 52 weeks ended 13 March 2016, by value(3) Kantar Worldpanel

FY06 FY16

By value (£’bn)

(4) Company information FY16(5) Includes girlswear, boyswear and infantswear

*Total market

0.1% 0.4%

Womenswear

Menswear


New Look

Our distinctive brand positioningMID MARKET BRANDSTraditional UK brands.Higher price, lower fashion content

HIGH FASHIONFashion driven brands.

High price points and fashion content

VALUE ORIENTED MASS MARKETSupermarkets and value focussed retailers.Low price points and fashion content

Source: Copyright © 2015 Verdict, reproduced with permission of Verdict. Commentary based on Verdict and management belief

VALUE FASHIONCombination of value

and fashion content


New Look

Fast fashion at value price points maximising our customer appeal

HIGH-FASHION

80% cheaper than high-fashion brands; e.g.

MID MARKET BRANDS

40% cheaper than mid market brands; e.g.

FAST-FASHION

Prices in line with our competitors;e.g.

MASSMARKET

Wider range of fast-fashion products than value-led mass market brands;

e.g.

Price architecture to offer true choice Our price positioning STRATEGY

Inclusive customer profile

From EARLY TEENS TO OVER 45’s, with an average

customer age of 32 YEARS (1)

13.7m (1) unique UK CUSTOMERS in FY16

41% (1) of UK WOMEN shopped at New Look and we had over 570m VISITS to our stores and websites

in FY16

(1) Kantar Worldpanel, 52 weeks ended 13 March 2016


New Look

A social brand

3.2mfans on Facebook (1)

370kfollowers on Twitter (1)

c.290kfans on Weibo (1)

1mfollowers on Instagram (1)

Extensive fashion media coverage

£87mPR value in UK and ROI in

FY16 (2)

£12mPR value in China

in FY16 (2)

We’re an award winning fashion retailer

Lorraine High Street Awards 2015Best Shoes

European Contact Centre and Customer Service Awards 2015Best Multi Channel Customer

Service

We’re a social brand with engaged fans and followers

Our social media mission is to be the ‘Friendliest fashion brand’

(1) As at March 2016; (2) MyMarketMonitor, year to March 2016 share of shout based on PR value (£)

#2in the UK for PR value (2)

Rank Company1 Topshop2 New Look3 M&S4 Asos5 River Island6 H&M7 Zara8 Next9 Dorothy Perkins

10 Primark

Drapers Awards 2015

Fashion Retail Business of the Year (£500m+)


New Look

Flexible fast fashion supply chain

From design to shop floor in 13 weeks… for certain products it’s just 2 weeks

• Strong relationships based on 40+ years experience• Our flexible supply chain means we can book orders later

and therefore make less investment in stock• Markdown and discount minimised to maximise margin• Directly operated, highly automated distribution centre in

Stoke on Trent‒ c. £100m investment to date‒ c. 800,000 sq. ft. with a capacity of c.180m units p.a.

• On average 3.6 deliveries per UK and ROI store per week• Outsourced distribution hubs in Singapore and Shanghai

serve our markets in Asia


New Look

Proven multichannel platform with integrated store baseWell established store presence in the UK A growing global footprint

• 575 stores, 98% profitable

• 372,000 m2 (4.0m sq ft) footprint

• Successful across a range of locations: shopping centres; prime high street and local markets

• Flexible, with average remaining lease life of less than 5 years

Growth is focussed on 4 markets

• China

• France

• Germany

• Poland

Store numbers FY16 FY15

United Kingdom 575 569

Asia China 85 19

Europe FranceGermanyPolandRepublic of IrelandBelgiumNetherlands

282172910-

282313291013

Total Owned 746 704

Franchise 92 105

Total Owned and Franchise 838 809

Continued investment in refreshing owned stores


New Look

Summarised financial informationSummarised income statement (Audited March results in £’m)

FY16Audited

(1) FY15Audited

(2) FY14Restated

Revenue % growth

1,4915.4%

1,4153.4%

1,3682.9%

Gross profit% margin

78552.7%

74652.7%

72252.8%

EBITDA% margin

22715.2%

21215.0%

20414.9%

Depreciation and amortisation (53) (59) (63)

Other non-operating items (3) (40) (4) (4)

EBIT% margin

1349.0%

14910.5%

13710.0%

Net interest expense (4,5,6) (169) (98) (116)

EBT (7)

% margin(35)

(2.3%)51

3.6%21

1.5%

Tax 1 (2) (7)

PAT% margin

(34)(2.3%)

493.5%

141.0%

(1) Continuing operations shown for FY15(2) FY14 restated to reflect the divestment of Mim which took place during FY15(3) FY16 includes £27.3m costs associated with the acquisition by Brait, and £10.0m share based payments expense in relation to management’s performance based sweet equity(4) FY16 net interest expense reflects a £71m increase on FY15. £67m thereof relates to (i) the £56m net exceptional finance costs consisting primarily of prepayment premiums due to the June 2015 refinancing; and (ii)

the £11m accelerated amortisation of previously capitalised debt issuance costs(5) Includes share of post tax profit from joint ventures; £1m (FY15: £nil)(6) Figures stated represent the net interest expense amounts per New Look Retail Group’s (operating company) audited financial results. The 10% fixed rate interest on shareholder funding, which sits at the New Look

holding company level, is therefore not reflected. Brait’s valuation of New Look however takes full consideration of this shareholder funding, including accrued interest to Brait’s reporting date(7) Adjusting FY16 EBT for the £27m non-operating costs relating to the acquisition by Brait (included in ‘other non-operating items’) and the £67m net exceptional financing costs results in a normalised FY16 EBT of

£59m profit, which represents an increase of +16% on FY15 EBT


New Look

Summarised financial information

Summarised balance sheet(Audited March results in £’m)

FY16Audited

FY15Audited

FY14Audited

Total Assets 1,306 1,262 1,221

Non-current assets (3)

InventoryOther current assetsCash

910148113135

879148108127

907138

65111

Total Liabilities 1,616 1,575 1,613

Current liabilitiesFinancial liabilities (4,5)

Other non-current liabilities

2801,208

128

2681,165

142

2861,157

170

Net liabilities (310) (313) (392)

(1) Continuing operations shown (2) Restated to reflect the divestment of Mim in FY15(3) Largely property, plant and equipment and intangible assets(4) Term debt (noting that accrued interest thereon is included in current liabilities)(5) Figures as per New Look Retail Group’s (operating company) audited financial results. The shareholder funding, which sits at the New Look holding company level, is therefore not reflected. Brait’s valuation of

New Look however takes full consideration of this shareholder funding, including accrued interest to Brait’s reporting date

Summarised cash flow information(Audited March results in £’m)

FY16Audited

(1) FY15Audited

(2) FY14Restated

Cash flow from operations% EBITDA

228100.5%

19391.0%

17887.3%

Capital expenditure (72) (60) (49)


15668.7%

13362.7%

12963.2%

Tax paid (11) (10) (5)

Net interest paid (137) (70) (48)

Operating cash flow post capex, tax and interest% EBITDA

83.4%

5325.0%

7637.3%


Virgin Active

Appendix


Virgin Active

Targeted exposure to positive macro and health & wellness trends

6.8

7.7

9.3

1990 2000 20121,179

1,881

3,478

1990 2000 2012

3

10

1

14

7

26

9

27

3

2319

6

13

Africa Americas S.E. Asia Europe East. Med. West.Pacific

Global

1980 2008

Rise in life expectancyLife expectancy at birth globally (1)

48

5964 69

73 76

1950-1955 1970-1975 1990-1995 2010-2015 2030-2035 2050-2055

13%25%

~3x increase

Growing healthcare costs OECD average US $ per capita spend (5)

(1) United Nations 2010; (2) Data shows age-standardised prevalence and obesity is defined as BMI>30kg.m2; (3) Approximated numbers based on World Health Organisation (2012); (4) International Diabetes Federation 2013; (5) OECD 2014 health statistics; (6) The Global Burden of Disease Update Geneva, WHO

Governments under increasing pressureOECD countries average healthcare cost % of GDP (5)

Increase in diabetes prevalenceNumber of people affected by diabetes (m) (4)

37 24 20 3556

72

138

50 39 4268 69

123

202

N America& Carrib.

S&CAmerica

Africa MENA Europe SE Asia W Pacific

2013 2035

c. 17%

c. 19%

c. 24%

2008 2015 2030

Cardiovascular Diseases

Projected mortality trend of cardiovascular diseasesDeaths by cause (%) (6)

Growing prevalence of obesityAdults aged 20+ by region (%) (2,3)


967 1,113

1,284 1,412 1,599

1,811 2,107

2,455

2,796

3,136

3,485

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Virgin Active

An outstanding business in South Africa

Partnerships with wellness incentive schemes

Subsidised VA membership key customer acquisition tool

Gym subsidy drives both acquisitionand retention

Higher profits: maintains healthy lives

Benefits to Virgin Active Benefits to providers

A successful relationship with Discovery since 2001

Schemes market on VA’s behalf

Schemes incentivise regular usage

Estimated market share by revenue (3,4,5)

60%15%

5%

7%

13%

Revenue (1)Highlights Strong and sustained leadership position: largest operator in the market by a significant

margin

Unique national network of 120+ well-invested, high-quality clubs

Market segmentation through use of flexible club formats

Best in class brand awareness and member loyalty (4)

Strong member base profile with 83% of our members being LSM 9-10 resulting in low credit risk and supporting resilience through the economic cycle

Substantial new club roll-out potential of 10-15 clubs p.a. in the medium term

Excellent financial profile with strong growth, margins and operating cash conversion (c.85%) (2)

Small chains

Independents

ZARMM

(1) Revenue on total portfolio basis, to be used as the calculation basis going forward; (2) FY2012- FY2015 average; (3) Market defined as commercial indoor gym market; (4) Leading international consultancy; (5) As at December 2014, Virgin Active had 114 (or 24%) of a total of 482 comparable clubs in South Africa – leading international consultancy


Virgin Active

A market leading premium focused operator in EuropeClub locations Highlights

Leadership position in our chosen market segments based on revenue

Strategic portfolio of carefully selected sites with focus on key metropolitan areas (London, Milan, Rome)

High quality estate of well invested full service clubs across UK, Italy & Iberia

Unique club network offering valuable reciprocal rights to members

Powerful brand supporting customer proposition

Track record of growth through both organic club roll-outs (e.g. Italy) and strategic acquisitions (e.g. Holmes Place 2006; Esporta 2011; Italian acquisition 2015)

Proven performance and resilience throughout the economic cycle

Strong relationship with Vitality Health UK (formerly Pru Health)


Virgin Active


(1) The audited results for FY12 covered a 16 month and 30 day period. For comparability, pro forma results for 12 months to Dec-12 shown(2) EBITDA is defined as operating profit before depreciation, impairment, amortisation, non-recurring items and profit/(loss) on disposal of property, plant and equipment as well as the impact of non-cash rent adjustments(3) The reduction in FY15 net interest charge is primarily due to the restructuring of the shareholder funding following Brait’s acquisition. Post July 2015 shareholder funding, which carries a 10% fixed interest rate, is now

held at the Virgin Active holding company level and is not reflected in the operating company audited results shown above. Brait’s valuation of Virgin Active takes full consideration of this shareholder funding, including accrued interest to Brait’s reporting date

(4) Exceptional items include non-recurring items of £25m, an £11m straight-lining lease adjustment, club impairments of £11m, and profit or loss on the disposal of fixed assets(5) The tax charge in FY14 was reduced by a deferred tax credit

Summarised income statement(Results in £m; actual reported currency)

Dec-15Audited

Dec-14Audited

Dec-13Audited

Dec-12Pro forma (1)

Revenue% growth

631(1.2%)

639(2.1%)

6531.7%

642

EBITDA (2)

% margin134

21.2%124

19.4%123

18.8%122

19.0%

Depreciation expense (39) (36) (44) (40)

Amortisation expense (27) (35) (39) (43)

EBIT% margin

6810.8%

538.3%

406.1%

396.1%

Net interest charge (3) (76) (100) (89) (92)

Exceptional items (4) (64) (43) (57) (25)

EBT (72) (90) (106) (78)

Tax (5) (15) (1) (24) (1)

PAT (87) (91) (130) (79)


Virgin Active

Summarised financial informationSummarised balance sheet(Results in £m, actual reported currency)

Dec-15 Audited

Dec-14 Audited

Dec-13Audited

Dec-12Audited

Total Assets 903 998 1,028 1,174

Property and equipmentIntangiblesCurrent assetsCashOther

365389417928

349467428357

332513439050

345643457269

Total Liabilities 803 836 754 789Trade creditorsCurrent liabilitiesInterest bearing bank debt (1)

Finance leasesOther

2797

42358

198

2411142362

216

2711433666

211

2411637369

207

Shareholders’ Equity (2) 100 162 274 385

(1) Interest bearing bank debt is shown net of unamortised debt issue costs(2) Following Brait’s acquisition of Virgin Active in July 2015, shareholder funding was restructured and at Dec-15 sits at the Virgin Active holding company level. The summarised balance sheet presented above includes

shareholder funding for the previous years as part of Shareholders Equity. Brait’s valuation of Virgin Active takes full consideration of this shareholder funding, including accrued interest to Brait’s reporting date(3) The audited results for FY12 covered a 16 month and 30 day period. For comparability, pro forma results for 12 months to Dec-12 shown

Summarised cash flow statement(Results in £m, actual reported currency)

Dec-15 Audited

Dec-14 Audited

Dec-13Audited

Dec-12Pro forma (3)

Cash flow from operations 125 121 121 119Maintenance and head office capex (47) (31) (38) (33)

Operating cash flowOperating cash conversion

78 59%

90 73%

8367%

8670%

Investments - new clubs, acquisitions and premiumisationNon-recurring capexExceptional, one off items and proceeds on disposal of assets

(71)-

(10)

(46)(5)

(13)

(30)-6

(29)(17)

6 Free cash flow before financing, interest and tax (3) 26 59 46


Premier



Premier

Regional footprint

7 Wheat Mills in SA, Swaziland & Mozambique

16 Bakeries in SA & Swaziland

3 Maize Mills in SA, Swaziland & Mozambique

22 Distribution Depots in SA, Swaziland, Lesotho & Mozambique

1 Sugar Confectionery Plant in SA

1 Home & Personal Care manufacturing plant (1)

(1) Lil-lets has offices in both SA and Birmingham, UK

1 Animal Feed Plant in Mozambique

1 Pasta Plant in Mozambique

1 Biscuit Plant in Mozambique


Premier

Acquisitions to date (1)

Company Date acquired Business description

1. Acquired assets of SwazilandUnited Bakeries andMister Bread in Swaziland

Feb 2012 Acquired a controlling stake in in the two leading bakeries in Swaziland and created Premier Swazi Bakeries. Bought out minorities during March 2015

2. Manhattan and Super C May 2013 Entry into sugar confectionery sub-categories of gums & jellies, marshmallows and compressed tablets

3. Star Bakeries Nov 2013Bakeries in Eastern Cape giving Premier a national SA bread footprint; ‘Mister Bread’ and ‘Star’ brands

4. Lil-lets Nov 2013 Leading brand in feminine hygiene with operations in the UK and SA

5. Ngwane Mills April 2014Largest wheat and maize miller in Swaziland to complement Premier Swazi Bakeries’ operations

6. Mister Bread Milling March 2015An Eastern Cape flour mill currently supplying c.50% of the Eastern Cape bakeries’ flour requirements

7. La Femme March 2015 Durban based business manufacturing tampons for Lil-lets SA

8. Companhia Industrial daMatola S.A. (CIM) March 2015

Acquired a controlling stake in the leading food producer in Mozambique with a diversified product range; maize, wheat, pasta, biscuit and animal feeds

(1) Premier has invested R2.2bn to date in these acquisitions at an average EV / EBITDA multiple of 7x


Premier

Summarised income statement (Amounts in R’m)

(1) June 2015Audited

June 2014Audited

June 2013Audited

(2) June 2012Pro forma

April 2011Audited

Net revenue (3)

% Growth8,835

14.0%7,750

23.6%6,2729.4%

5,73117.1%

4,896(7.6%)

EBITDA (4)

% Margin856

9.7%573

7.4%422

6.7%289

5.0%222

4.5%

Depreciation and amortisation (369) (135) (86) (79) (87)

EBIT (4)

% margin487

5.5%438

5.7%336

5.4%210

3.7%135

2.8%

Net interest charge (313) (227) (120) (136) (108)

EBT (5) 174 211 216 74 27

PAT 127 153 137 80 57

(1) The audited results for FY15 exclude the CIM acquisition made in March 2015(2) Following change in year-end to June, audited results for FY12 covered a 14 month period. For comparability, pro forma results for 12 months to Jun-12 shown(3) In FY16, Premier has changed the recognition of sales of its milling by-product from revenue to recovery of costs. The historical net revenue amounts quoted in this slide will be restated to exclude the sales of

milling by-product in the audit of the FY16 results(4) Excludes non recurring / non trading costs (FY15: R58m; FY14: R53m)(5) Excludes non-cash positive accounting adjustment of R2m (FY14: R19m)



Premier

(2) The audited results for FY15 exclude the CIM acquisition made in March 2015, which was integrated into Premier with effect from 1 July 2015 (3) Following the change in year-end to June, audited results for FY12 covered a 14 month period. For comparability, pro forma results for 12 months to Jun-12 shown(4) Shareholder loans are included in Shareholders Equity


Summarised balance sheet(Amounts in R’m)

(2) June 2015Audited

June 2014Audited

June 2013Audited


April 2011Audited

Total Assets 5,680 5,206 3,209 2,669 2,259

Property and equipmentIntangiblesCurrent AssetsCash

1,8712,2261,548

35

1,3632,3351,436

72

951949972337

689900982

98

634866 695

64

Total Liabilities 3,185 2,738 1,990 1,964 1,584

Trade creditorsDebt Other

1,0081,732

445

1,0471,252

439

6731,082

235

7171,106

141

710733141

Shareholders Equity (4) 2,495 2,468 1,219 705 675

Summarised cash flow information (Amounts in R’m)

(2)June 2015Audited

June 2014Audited

June 2013Audited


April 2011Audited

Cash flow from operations before working capital (1) 857 577 408 281 295

Working capital (153) (31) (9) (197) (77)


70482.2%

54695.3%

39994.6%

8429.07%

21898.2%

Capex (including acquisition of intangibles) (549) (408) (203) (80) (152)


15518.1%

13824.1%

19646.5%

41.0%

6629.7%

Taxation paid (80) (22) (2) (1) (6)

Interest paid (147) (116) (124) (136) (111)


(72)(8.4%)

--

7016.6%

(133)(46.0%)

(51)(23.0%)

(1) Cash flow before non recurring gains and losses, pre tax paid


Iceland Foods



Iceland Foods

Summarised income statement(March year-end – results in £’m)

2016Audited

2015Audited (1)

2014Audited

2013Pro forma (2)

2012Audited

Revenue% growth

2,675(0.8%)

2,697(0.5%)

2,7112.7%

2,6401.0%

2,6149.4%

EBITDA% margin

1515.6%

1505.6%

2027.5%

2268.5%

2338.9%

EBIT (3)

% margin30

1.1%32

1.2%72

2.7%112

4.2%144

5.5%

Net finance charges (53) (4) (80) (49) (68) 4

EBT % margin

(23)(0.9%)

(48)(1.8%)

230.9%

441.7%

148 5.7%

PAT % margin

(35)(1.3%)

(54)(2.0%)

40.2%

160.6%

963.7%


Trading information (as at March year-end) 2016 2015 2014 2013 2012

Number of UK retail outlets 864 859 833 790 814

IcelandCooltrader (sold Sep-12)

864-

859-

833-

790-

75757

Retail space ('000 m2) 399 397 385 362 360

IcelandCooltrader (sold Sep-12)

399-

397-

385-

362-

34713

(1) Iceland Foods adopted Financial Reporting Standard 102 “The Financial Reporting Standard Applicable in the UK and Republic of Ireland” in FY16. This resulted in the restatement of FY15 EBT and PAT to recognise the £12m gain on fair value of foreign exchange forward contracts, cross currency and interest rate swaps. Under the old UK GAAP, such derivative contracts were not recognised in the balance sheet. These derivative contracts were closed out during the July 2014 debt refinancing

(2) The audited FY2013 financial statements are Group accounts which include operating results from the acquisition date 9 March 2012 to 31 March 2013. For comparability, pro forma results for the 52 weeks to 31 March 2013 have been shown

(3) EBIT includes the amortisation of goodwill (UK GAAP requirement - £1.5 billion over 20 years) and exceptional items: FY16: £9m; FY15: £5m; FY14: £8m; FY12: £29m(4) FY15 net finance charges include refinancing costs of £53.8m associated with the July 2014 debt refinance (exceptional item) and £5.5m amortisation of loan fees


Iceland Foods

Summarised balance sheet(March year-end – results in £’m)

2016Audited

2015Audited

2014Audited

2013Audited

2012Audited

Total Assets 1,743 1,798 1,874 1,891 1,933

Property and equipmentIntangiblesCurrent AssetsCash

1781,209

191165

1651,271

198164

1741,346

202152

1661,421

176128

161 1,493

194 85

Total Liabilities 1,405 1,426 1,436 1,456 1,538

Trade creditorsCurrent liabilitiesDebt Other

372117897

19

387109912

18

34569

1,00319

31665

1,05025

300100

1,11028

Shareholders Equity 338 372 438 435 395

Summarised financial informationSummarised cash flow (£’m) 2016 2015 2014 2013 2012


14999.1%

(1) 189126.0%

19697.0%

234103.5%

236101.3%

Capital expenditure (2) (62) (29) (49) (37) (25)


8757.8%

160106.7%

14772.8%

19787.2%

21190.6%

Tax paid (21) (19) (27) (32) (46)

Interest paid (49) (3) (40) (33) (48) (1)


1711.3%

10167.3%

8743.1%

11751.8%

16470.4%

(1) FY15 cash flow from operations includes significant benefit from supplier payments(2) The increase in FY2016 capex is driven by a number of projects specific to FY16 including a new EPOS system, expansion of the Iceland Manufacturing facility in Manchester and energy efficient equipment(3) FY15 interest paid includes the £12m refinancing fees relating to July 2014 debt refinance


Other investments

− Leading SA producer and exporter of local wine and importer of international spirit brands− Formally founded in 1990, although winemaking history extends over 300 years− Headquartered in Midrand, Johannesburg. Production facilities in Western Cape (Wellington and Franschhoek)− Largest employer in the Wellington area, employing 370 staff and a number of seasonal workers− State of the art production, bottling, storage and warehousing facilities− Commissioning of a new craft brewery in Gauteng during May 2016− 26 company owned wine brands, 5 agency wine brands − 13 company owned spirit brands, 26 agency spirit and allied beverage brands− Extensive distribution network with 16 national depots ensuring good coverage across SA− Logistics platform to drive growth into new brands− Entrepreneurial management team− SA agent for all Bacardi products

DGB


Headquartered in Johannesburg, Consol employs around 1,700 staffConsol is the largest manufacturer of glass packaging products on the African continent Operates 6 manufacturing sites comprising 13 furnaces and 33 production lines strategically located in close proximity to its customersPrincipal supplier to all leading beverage and food companies in South AfricaOwns the #2 glass producer in Nigeria and recently acquired the #1 glass producer in KenyaManufactures and markets an extensive range of standard and premium glass packaging products in a variety of shapes, sizes, colours and weights

Headquartered in Johannesburg, Primedia employs around 2,700 staffPrimedia is a leading African focused media and advertising group targeting LSM 7 – 10 consumers With a broad portfolio of media and entertainment assets, Primedia spans a range of advertising opportunities, including radio stations, out of home media and digital platformsPrimedia also owns South Africa’s largest cinema chain, a theatrical content and electronic games distribution business and post-production and animation facilitiesPrimedia has established a presence in several key African markets, including Nigeria, Uganda, Zambia, Swaziland, Namibia, Mozambique, Lesotho, Botswana and Zimbabwe

Other investments

Brait IV investments overview

---

-

-

-----

-

AUDITED RESULTS ANNOUNCEMENT for the year ended

31 March 2016


Audited Audited Audited Audited31 March 31 March 31 March 31 March

2015 2016 2016 2015R’m R’m €’m €’m

PERFORMANCE MEASURES 7 712 13 627 Netassetvalue(NAV)pershare(cents) 812 592 141% 77% NAVpershareincreasefortheyear 37% 169%

55% 72% NAVpersharethreeyearCAGR# 53% 43%0.44% 0.53% Operatingcost:AssetsUnderManagement(AUM)* 0.53% 0.44%0.27% 0.45% Operatingcostafterfeeincome:AUM 0.45% 0.27%

14 671 17 661 Cashinflowfrominvestmentportfolio 1 052 1 127

DIVIDENDS 77.12 136.27 Proposed/paidordinarydividendspershare(cents) 7.76 5.79

474.70 487.23 Interimpreferencedividendpersharepaid(cents) 32.1133 33.3052 479.68 302.03 Finalpreferencedividendpersharepaid(cents) 18.1619 35.9842

FINANCIAL STATISTICS 43 127 86 944 Market capitalisation 5 205 3 309

8 350 16 700 Closingordinaryshareprice(cents) 1 000 641 516 521 Ordinarysharesinissue(m) 521 516 (6) (8) Treasuryshares(m) (8) (6)

510 513 Ordinarysharesoutstanding(m) 513 510 # Compound Annual Growth Rate “CAGR” * AUM represents the aggregate of the Group’s total assets and Brait IV invested capital under management. Using average AUM as the reference basis, FY16 operating cost

are 0.62% and net after fee income 0.52% (FY15: 0.60% and 0.36% respectively).

Salient features for the year ended 31 March 2016


Summary consolidated statement of financial position as at 31 March


2015 2016 2016 2015R’m R’m Notes €’m €’m

ASSETS 27 718 73 036 Non-current assets 4 352 2 129

27 144 73 036 Investments 2 4 352 2 085 574 – Loan receivable 3 – 44

13 701 4 599 Current assets 275 1 052

12 245 Accountsreceivable 15 1 13 689 4 354 Cashandcashequivalents 4 260 1 051

41 419 77 635 Total assets 4 627 3 181

EQUITY AND LIABILITIES39 369 69 872 Ordinary shareholders equity and reserves 5 4 164 3 023 1 964 – Preference shareholders equity 5 – 151

– 7 721 Non-current liabilities 460 –

– 6 621 ConvertibleBonds 6 395 –– 1 100 Borrowings 7 65 –

86 42 Current liabilities 3 7

86 42 Accountspayableandotherliabilities 3 7

41 419 77 635 Total equity and liabilities 4 627 3 181

516 521 Ordinarysharesinissue(m) 521 516(6) (8) Treasuryshares(m) (8) (6)

510 513 Outstanding shares for NAV calculation (m) 513 5107 712 13 627 Net asset value per share (cents) 812 592


Summary consolidated statement of comprehensive income for the year ended 31 March

Audited Audited Audited Audited

31 March 31 March 31 March 31 March

2015 2016 2016 2015

R’m R’m Notes €’m €’m

22 979 21 990 Investment gains 1 445 1 686

611 1 597 Other investment income 105 45

(201) (435) Operating expenses (29) (15)

(48) (971) Finance costs (63) (3)

(7) (24) Taxation (2) (1)

23 334 22 157 Profit for the year 1 456 1 712

Other comprehensive income

9 8 064 Translation adjustments (338) 208

23 343 30 221 Comprehensive income for the year 1 118 1 920

4 527 4 294 Earnings/Headlineearningspershare(cents)–basic 8 283 332

4 527 4 141 Earnings/Headlineearningspershare(cents)–diluted 8 272 332


Summary consolidated statement of changes in equity for the year ended 31 March


2015 2016 2016 2015R’m R’m Note €’m €’m

16 247 39 369 Ordinary shareholders’ balance at beginning of year 3 023 1 120 23 334 22 157 Profitfortheyear 1 456 1 712

9 8 064 Translation adjustments (338) 208 – (36) PreferenceshareissuecostallocatedtoRetainedEarningsonredemption (2) 208

(22) (270) Net purchase of treasury shares (16) –– 864 ConvertibleBondequityreserve 57 –

(185) (254) Earnings attributed to preference shares (15) (14)(14) (22) Ordinarydividendspaid(cashelection) 5 (1) (1)

39 369 69 872 Ordinary shareholders’ balance at end of year 4 164 3 023

1 964 1 964 Preference shareholders’ balance at beginning of year 151 135 – – Translation adjustments 19 16 – 36 Preferenceshareissuecost 2 –

185 254 Earnings attributed to preference shares 15 14 (185) (254) Preferencedividendpaid (15) (14)

– (2 000) Preferenceshareredemption (172) –

1 964 – Preference shareholders’ balance at end of year – 151


Summary consolidated statement of cash flows for the year ended 31 March


2015 2016 2016 2015R’m R’m €’m €’m

Cash flows from operating activities: 14 400 17 438 Investment proceeds received 1 131 1 106

84 69 Fees received 5 6 113 315 Interest received 21 9 147 – Dividends received – 11 (214) (444) Operating expenses paid (29) (16)(10) (16) Taxation paid (1) (1)(46) (944) Finance costs paid (62) (4)

14 474 16 418 Operatingcashflowbeforepurchaseofinvestments 1 065 1 111 (841) (32 199) Purchaseofinvestments (2 222) (65)

13 633 (15 781) Net cash (used in)/from operating activities (1 157) 1 046

– 16 465 ProceedsfromdrawdownofBorrowings 1 200 –(164) (15 365) RepaymentofBorrowings (996) (13)

– 7 245 ProceedsfromissueofConvertibleBonds 481 –– (2 000) RedemptionofPreferenceshares (109) –– 612 ProceedsfromLoanReceivable 40 –

(22) (487) Net purchase of treasury shares (32) (2)(14) (22) Ordinarydividendpaid(cashelection) (1) (1)

(185) (254) Preferencedividendpaid (15) (14)

(385) 6 194 Net cash from/(used in) financing activities 568 (30)

13 248 (9 587) Net (decrease)/increase in cash and cash equivalents (589) 1 016 121 252 Effectsofexchangeratechangesoncashandcashequivalents (202) 13 320 13 689 Cashandcashequivalentsatbeginningofyear 1 051 22

13 689 4 354 Cash and cash equivalents at end of year 260 1 051


Notes to the audited summary consolidated financial statements for the year ended 31 March

1. ACCOUNTING POLICIES 1.1 Basis for preparation

ThefinancialstatementsoftheGrouparepreparedinaccordancewithInternationalFinancialReportingStandards(IFRS)asadoptedbytheEuropeanUnion,onthegoingconcernprinciple,usingthehistoricalcostbasis,exceptwhereotherwiseindicated.ThesesummaryconsolidatedfinancialstatementsarepreparedinaccordancewithIAS34:InterimFinancialReportingandinaccordancewiththeframeworkconceptsandmeasurementandrecognitionrequirementsofIFRS.Theaccountingpoliciesandmethodsofcomputationareconsistentwiththose applied in the consolidated annual financial statements for the year ended 31 March 2015.

TheGroup’sfinancialstatementsarepreparedusingboththeEuro(€/EUR)andSARand(R/ZAR)asitspresentationcurrencies.

TheGroup’ssubsidiarieshaveoneofthreefunctionalcurrencies:GBP(£/GBP),SARandorUSD(US$).Theholdingcompany,BraitSE,anditsmainconsolidatedsubsidiariesuseGBPastheirfunctionalcurrencyinthecurrentyear.TheseentitiesusedUSD/ZARastheirfunctionalcurrenciesintheprioryear.Thechangewaseffectivefrom1April2015and was initiated as a result of a change in the denomination of significant funding and investment streams. The financial statements have been prepared using the following exchange rates:

2016 2015

Closing Average Closing Average

USD/ZAR 14.7678 13.7836 12.1321 11.4826

GBP/ZAR 21.2052 20.7245 17.9746 17.7794

EUR/ZAR 16.7810 15.2210 13.0196 13.6291

USD/EUR 0.8800 0.9055 0.9318 0.8425

GBP/EUR 1.2636 1.3616 1.3806 1.3045

1.2 Compound financial instrumentsTheConvertibleBondsissuedinSeptember2015areconvertibleintoafixednumberofBraitordinaryshares.TheseBondsareaccountedfor as compound financial instruments. The liability component is initially recognised as the present value of the future coupon and principal payments. The discount rate used for this calculation, was the market rate on the date the bonds were issued, for similar liabilities that do not havetheequityconversioncomponent(vanillabonds).Theequitycomponentistheexcessoftheproceedsreceivedonissuance,lessthevalue of the liability component recognised for the instrument.

Subsequenttoitsinitialrecognition,theliabilitycomponentismeasuredatamortisedcostusingtheeffectiveinterestratemethod.In addition,theconversionoptionclassifiedasequity(convertiblebondreserve)willremaininequityuntiltheconversionoptionisexercised,inwhichcase,thebalancerecognisedinconvertiblebondreservewillbetransferredtosharepremium.Shouldtheconversionoptionremainunexercisedatmaturity date, the balance recognised in convertible bond reserve will be transferred to retained earnings. No gain or loss is recognised in profit or loss on conversion or expiry of the conversion option.


Notes to the audited summary consolidated financial statements fortheyearended31March(continued)

2. INVESTMENTS

The Group applies a number of methodologies to determine and assess the reasonableness of fair value, which may include the following:• Earningsmultiple• Recenttransactionprices• Netassetvalue• Pricetobookmultiple

Listedinvestmentsareheldatrecentquotedtransactionprices.Wherethelistedinvestmentiseitherthinlytradedand/orthemarketisinactive,thevaluation applied to determine the carrying value is based on the applicable unlisted investment methodology set out below.

The primary valuation model utilised for valuing unlisted investee companies is the maintainable earnings multiple model:

MaintainableearningsarederivedwithreferencetothemixofprioryearauditedandlatestavailablecurrentyearforecastEBITDApertheportfoliocompany,adjustedforanynon-recurringincome/expenditure.Astheyearprogresses,sotheweightingisincreasedtowardstheportfoliocompany’s forecast.

TheDirectorsdecideonanappropriategroupofcomparablequotedcompaniesfromwhichtobasetheEV/EBITDAmultiple.Thethreeyeartrailingaveragemultipleofthecomparablequotedcompanies,isadjustedforpointsofdifferencetotheportfoliocompanybeingvalued.Thepeeraveragespotmultipleatreportingdateisalsoconsidered.Theequityvaluationtakesconsiderationoftheportfoliocompany’snetdebt/cashonhandasperitslatestavailablefinancialresults.Furthervaluationinformationcanbeobtainedfromthe31March2016investorpresentationontheGroup’swebsite, www.brait.com.

2015 2016 2016 2015R’m R’m €’m €’m

– 34 869 New Look 2 078 –– 17 579 VirginActive 1 048 –

8 241 11 637 Premier 693 633 1 259 7 181 Iceland Foods 428 97

15 206 – Steinhoff – 1 168 2 438 1 770 Other investments 105 187

27 144 73 036 Investments 4 352 2 085



2. INVESTMENTS (CONTINUED)Valuation metrics at 31 March 2016

Maintainable 3rdPartyEBITDA Multiple Net Debt

NewLook(GBP’m) 227 13.3x 1 083VirginActive(GBP’m) 135 11.0x 408Premier(R’m) 1 125 12.7x 1 946IcelandFoods(GBP’m) 151 8.8x 731Other Investments varied

Fair Value HierarchyIFRS13FairValueMeasurementprovidesahierarchythatclassifiesinputsemployedtodeterminefairvalue.Investmentsmeasuredandreportedatfair value are classified and disclosed in one of the following categories:

Level 1 Unadjustedquotedpricesinactivemarketsforidenticalassetsorliabilities.Level 2 InputsotherthanquotedpricesincludedwithinLevel1thatareobservablefortheassetorliability,eitherdirectly(i.e.asprices)or

indirectly(i.e.derivedfromprices).Level 3 Inputs for the asset or liability that are not based on observable market data

TherearenofinancialassetsthatarecategorisedasLevel2inthecurrentorprioryear.AllLevel3investmentshavebeenvaluedusingamaintainableearnings multiple model.Investments Investments Total Investments Investments Total

Level 1 Level 3 Level 1 Level 3R’m R’m R’m 2016 €’m €’m €’m

– 34 869 34 869 New Look – 2 078 2 078 – 17 579 17 579 VirginActive – 1 048 1 048 – 8 911 8 911 Premier – 531 531 – 7 181 7 181 Iceland Foods – 428 428

1 1 452 1 453 Other investments – 87 87

1 69 992 69 993 Investments at Fair Value – 4 172 4 172

2 726 Premiershareholderfunding 162317 Other investments shareholder funding 18

3 043 Investments at Amortised Cost 180

73 036 Total investments 4 352



2015 2016 2016 2015R’m R’m €’m €’m

3. LOAN RECEIVABLE 1 672 1 841 LoantoFleetHoldingsLtd(Fleet) 110 128

(1 098) (1 841) Loan from Fleet (110) (84)

574 – Net loan to Fleet – 44 Theloansbothbearinterestatthe3monthJohannesburgInterBankAcceptanceRate(“JIBAR”)plus3.45%,withtherighttorollupinterest. The loans both mature on 4 July 2021.

InNovember2015,FleetrefinancedtheremainingloanowingtoBraitwithThe StandardBankofSALimitedandFirstRandBankLimited(Lenders).Braithas provided the Lenders to Fleet with an indemnity for the amount owing. Brait holdscollateralintheformofpledgedBraitsharesfortheindemnification.

4. CASH AND CASH EQUIVALENTS 13 689 4 354 Balanceswithbanks(1) 260 1 051

3 034 172 – ZARcash 10 233 178 69 – USDcash 5 14

10 477 4 113 – GBPcash 245 804

(1) Cash placed across five banks, each having an investment grade credit rating



2015 2016 2016 2015R’m R’m €’m €’m

5. SHARE CAPITAL AND PREMIUM Authorised ordinary share capital1 500 000 000 at par value of €0.22 per share.

Issued ordinary share capital31 March 2015 516 490 019Bonusshareissue 4 134 816

31 March 2016 520 624 835

Preference share capitalThe company has 20 000 000 authorised preference share capital. InJanuary2016theCompanyredeemedall20000000issuedpreferenceshares.

Dividend(14) (22) 6% of ordinary shareholders elected to receive the cash alternative (1) (1)

* TheparvalueofthebonussharesissuedareaccountedforinOrdinarySharePremiumwithnoadjustmenttoanyotherreservesinEquity.Thebonusshareissueoptionwasconvertedatthe60dayVolumeWeightedAveragePrice(VWAP)ending29May2015ofR90.97pershare.ThisresultedintheR0.7712dividend per share translating into 0.84775 shares for every 100 shares held.



2015 2016 2016 2015R’m R’m €’m €’m

6. CONVERTIBLE BOND– 6 621 On18September2015BraitreceivedGBP350millionfromtheissuanceofits

fiveyearunsubordinated,unsecuredconvertiblebonds(Bonds).TheBondscarrya fixed coupon of 2.75% per annum payable semi-annually in arrears. The fixed conversionpriceofGBP7.9214perordinarysharerepresentsa30%premiumtothevolumeweightedaveragepriceofBrait’sordinarysharesbetweenlaunchandpricingon11September2015.Usingthisconversionprice,theBondswillconvertinto44184109ordinaryshares(8.5%ofBrait’scurrentissuedsharecapital)onexerciseofbondholdersconversionrights.Intheeventthatbondholdershavenotexercisedtheirconversionrights,theBondsaresettledatparvalueincashonmaturity.BraithasasoftcalltoearlysettletheBondsattheir par value after 9 October 2018 if the value of the ordinary shares underlying theBondsisequaltoorexceedsGBP130,000formorethan20ofthe30consecutive trading days up to 9 October 2018. The conversion option has beenrecogniseddirectlyinequity.The liabilityforthebondsisaccountedforatamortised cost using an effective interest rate of 5.51%.

395 –

TheBondslistedontheOpenMarket(Freiverkehr)segmentoftheFrankfurtStockExchangeon15October2015.

7. BORROWINGS – 1 100 TheloanfromFirstRandBankLimited(actingthroughitsRandMerchant

Bankdivision)andTheStandardBankofSouthAfricaLimited(actingthroughitsCorporateandInvestmentBankingDivision)isRanddenominated,bearsinterestatJibarplus2.5%repayablequarterly,witharighttorollup.ThecurrentR6.4 billion revolving facility expires in July 2017.

The new committed revolving facility will have a term of four years and comprises theaggregateofaZAR8.5billiontrancheandaGBP75milliontranchefromJP MorganChaseBank,N.A.,Londonbranch.

65 –



2015 2016 2016 2015R’m R’m €’m €’m

8. HEADLINE EARNINGS RECONCILIATION 23 334 22 157 Profitfortheyear 1 456 1 712

(95) (98) InterimPreferencedividendpaid (5) (7)(96) (60) FinalPreferencedividendpaid (3) (7)

23 143 21 999 Earnings/HeadlineEarnings 1 448 1 698 511 512 Weightedaverageordinarysharesinissue(m)–basic 512 511

4 527 4 294 Earnings/HeadlineEarningspershare(cents)–basic 283 332

23 143 21 999 Earnings/HeadlineEarnings 1 448 1 698 – 189 EarningsadjustmentforBondinterestsavedifBondsconvertedto shares 12 –

23 143 22 188 Dilutedearnings/Headlineearnings 1 460 1 698 511 536 Weightedaverageordinarysharesinissue(m)–diluted(1) 536 511

4 527 4 141 Earnings/headlineearningspershare(cents)–diluted 272 332 (1) All ordinary shares underlying the Bonds are treated as dilutive and weighted from issue of

the Bonds on 11 September 2015

9. RELATED PARTY BALANCESTransactionsbetweentheCompanyanditssubsidiariesthathavebeeneliminated on consolidation are not disclosed in this note. Transactions between theCompanyanditssubsidiariesaredisclosedintheCompany’sseparatefinancial statements. During the year, Group companies entered into the following transactions with related parties who are not members of the Group.

Profit from operations include:(9) (17) Non-executivedirectors’fees (1) (1)(4) (5) Professionalfees–MPartnersS.àr.l – –(1) (1) Professionalfees–MaitlandInternationalHoldingsPlc – –



2015 2016 2016 2015R’m R’m €’m €’m

10. CONTINGENT LIABILITIES AND COMMITMENTS 10.1 Contingencies

69 – Sureties(1) – 5397 – Guarantees (1) – 30

(1) Sureties and guarantees were in respect of the lenders to Chamber Lane Properties and Southern View Finance Limited (SVF) and were released on the Group’s realisation of these investments.

FleetIndemnity–seenote3

466 – Total contingencies – 35

10.2 Commitments– 8 340 Convertible Bond commitments 497 –

– 204 – Couponpaymentduewithinoneyear 12 –– 714 – Couponpaymentsduebetweenoneandfiveyears(2) 43 –– 7 422 – Prinicipalsettlementdueinfiveyears(2) 442 –

(2) The coupon payment due amounts reflect the semi-annual coupons payable in arrears over the Bond’s five year term. The principal settlement due amount is only payable in the event that the bondholders have not exercised their conversion rights. Brait has a soft call to early settle the Bonds at their par value after 9 October 2018 if the value of the ordinary shares underlying the Bonds is equal to or exceeds GBP130,000 for more than 20 of the 30 consecutive trading days up to 9 October 2018. If the soft call is exercised, coupons for the two years to 18 September 2020 will not be payable.

114 117 Privateequityfundingcommitments 7 9Rentalcommitments(MaltaandMauritius)

2 2 – Withinoneyear – –3 3 – Betweenoneandfiveyears – –

119 8 462 Total commitments 504 9

10.3 OtherThe Group has rights and obligations in terms of shareholder or purchase and sale agreements relating to its present or former investments.



11. POST BALANCE SHEET EVENTSNo events have taken place between 31 March 2016 and the date of the release of this report, which would have a material impact on either the financial position or operating results of the Group.

AUDITOR’S OPINION Thesesummaryconsolidatedfinancialstatementsfortheyearended31March2016havebeenauditedbyDeloitteAuditLimitedwhoexpressedanunmodified opinion thereon. The auditor also expressed an unmodified opinion on the annual consolidated financial statements from which these summary consolidated financial statements were derived.

Theauditor’sreportdoesnotnecessarilyreportonalloftheinformationcontainedinthisannouncement.Shareholdersarethereforeadvisedthatinordertoobtainafullunderstandingofthenatureoftheauditor’sengagementtheyshouldobtainacopyofthatreport,togetherwithaccompanyingfinancialinformationfromtheCompany’sregisteredoffice.

Acopyoftheauditor’sreportonthesummaryconsolidatedfinancialstatementandoftheauditor’sreportontheannualconsolidatedfinancialstatementsareavailableforinspectionattheCompany’sregisteredoffice,togetherwiththefinancialstatementsidentifiedintherespectiveauditor’sreports.


Review of operationsTheBoardofDirectorsispleasedtoreporttoshareholdersontheGroup’sresultsforthefinancialyearended31 March2016.

KEY HIGHLIGHTS • Brait’sreportedNAVpershareat31March2016isZAR136.27whichrepresentsgrowthof76.7%on31March2015’sNAVpershareofZAR77.12• ThethreeyearCAGRforreportedNAVpershareto31March2016is72.3%perannum(benchmarkof15%perannum);includingordinaryshare

dividends it is 72.6%• ReceivedZAR17.7billioninvestmentproceeds• InvestedZAR32.2billionprimarilyinacquiring89%ofNewLook,78%ofVirginActiveandincreasingtheshareholdinginIcelandFoodsto57%• BraitraisedGBP350millionon18September2015fromtheissuanceofitsoversubscribed,5-yearConvertibleBond• Braitredeemedall20millionissuedPreferenceShareson18January2016attheirdeemedissuepriceofZAR100,aswellaspayingthedividend

accrued to this date• Braitproposesanordinarysharebonusissue,oralternatively,cashdividendofZAR1.3627perordinaryshare(76.7%increaseonFY2015)

VALUE DRIVERSGrowthinNAVistheGroup’skeyperformancemeasuretogetherwiththefollowingadditionalfactorscomprisingthecorevaluedriversofthebusiness:• LowcosttoAssetsUnderManagement(AUM)ratio;• Minimalbalancesheetcashdrag;• Significantcashflowwithintheinvestmentportfolio;and• PredictableandconsistentordinarydividendtoclosingNAVyield.

Growth in NAVThegrowthinNAVpersharewhencomparingthecurrentZAR136.27topreviousreportingperiodsisasfollows:

Reporting dateReported NAV

per share Period % increase

31 March 2015 ZAR77.12 12 months 76.7%30September2015 ZAR123.50 6 months 10.3%

BraitreportedaNAVpershareofZAR136.34foritsthirdquarterended31December2015.ThisincludedcarryingvaluesfortheGroup’sGBPdenominatedassetstranslatedintotheGroup’sZARpresentationcurrencyusingthatperiod’sclosingGBP/ZARexchangerateofZAR22.80.HadtheGBP/ZARexchangerateat31March2016remainedunchangedatZAR22.80,ratherthanstrengtheningtoitsactualcloseofZAR21.21,Brait’sreported31 March 2016NAVwouldhavebeenZAR144.25.


Review of operations (continued)Brait’svaluationpolicyistoreferencetheEV/EBITDAvaluationmultipleonanhistoricalbasisforeachofitsinvestmentstotheirpeergroup’strailingthreeyearaveragemultiple.Atreportingdate,theEV/EBITDAhistoricalvaluationmultiplesusedare:

Valuation multiple used

Peer average: 3 year trailing

Peer average: spot

New Look 13.3x 15.1x 13.3x

VirginActive 11.0x 13.6x 13.7x

Premier 12.7x 13.0x 12.7x

Iceland Foods 8.8x 10.0x 9.8x

The discounts to peer average multiples at reporting date are:

Valuation multiple used

Discount to:

Peer average: 3 year trailing

Peer average: spot

New Look 13.3x 12% –

VirginActive 11.0x 19% 20%

Premier 12.7x 2% –

Iceland Foods 8.8x 12% 10%


Review of operations (continued)TheNAVbreak-downisasfollows:

31 March 2015

31 March 2016

31 March 2016

31 March 2015

ZAR’m ZAR’m % EUR’m EUR’m

27 144 73 036 Investments 94 4 352 2 085

– 34 869 New Look 45 2 078 –

– 17 579 VirginActive 23 1 048 –

8 241 11 637 Premier 15 693 633

1 259 7 181 Iceland Foods 9 428 97

2 438 1 770 Other investments 2 105 187

15 206 – Steinhoff – – 1 168

574 – Loan receivable – – 44

13 689 4 354 Cashandcashequivalents 6 260 1 051

12 245 Accountsreceivable – 15 1

41 419 77 635 Total assets 100 4 627 3 181

86 7 763 Total liabilities 463 7

– 1 100 Borrowings 65 –

– 6 621 ConvertibleBonds 395 –

86 42 Accountspayable 3 7

1 964 – Preference share equity – 151

39 369 69 872 Net asset value 4 164 3 023

510.50 512.75 Numberofissuedordinaryshares(’mil‚excludingtreasuryshares) 512.75 510.50

7 712 136.27 Net asset value per share (cents) 812 592


Review of operations (continued)KEY HIGHLIGHTS FOR THE GROUP’S INVESTMENT PORTFOLIO ARE:• NewLook’srevenueandEBITDAforitsfinancialyearended26March2016increased(inGBP)by5.4%and7.0%onFY2015respectively.NewLook

Brandlike-for-likesalesforFY2016are+3.6%,UKlike-for-likesalesare+3.4%,withownwebsitesales+27.9%and3rdPartyE-commercesales+41.8%.UKgrowthwasdrivenby(i)strongproductranges;(ii)on-goingimprovementsinproducthandwritingandbrandidentity;(iii)thecontinuedroll-outoftheConceptstorerefurbishmentprogrammeand(iv)furtherinvestmentandimprovementstothedesign,contentandfunctionalityofitstransactional website at newlook.com and new mobile application. Encouraged by the strong reaction to the improving menswear range, particularly from3rdPartyE-commercecustomers,NewLookaccelerateditsplansduringtheyearopeningitsfirstsixstandalonemenswearstoresintheUK.Menswear is now also available alongside womenswear in around 200 stores, where stronger visual merchandising and the introduction of menswear specialiststothein-storeteams,hashelpeddrivesales.NewLooksustainedastablegrossprofitmarginof52.7%.DuringFY2016,NewLookadded“GrossProfitMarginImprovement”asitssixthstrategicfocusinitiative,aimingtoachieveasignificantandsustainableimprovementingrossmargingoingforward.ThestorerolloutinChinacontinueswithstronglike-for-likesalesperformancefromstoresthathavetradedformorethan12months.At yearend,thereare85stores,spreadacross20provincesand40cities,inoperationinChina(FY2015:19stores).Acrossthegroup,thetotalnumberofstoresincreasedto838(FY2015:809stores),withtotalspaceadvancingby1.5%to5,442,000sqft(2015:5,363,000sqft).Morethanhalfoftheentirestoreportfoliohasnowbeenconvertedtothenewsuccessful‘Concept’format.Cashflowgenerationisstrongwithoperatingcashflowpretax,postcapex,at68.7%ofEBITDA.NewLookisvaluedatreportingdateusinganEV/EBITDAmultipleof13.3x,whichrepresentsadiscountof12%tothepeergroup’sthreeyeartrailingaveragemultipleof15.1xandisatthepeergroup’saveragespotmultiple.ApplyingtheclosingGBP/ZARexchangerateofZAR21.21,NewLook’scarryingvalueisZAR34.9billion,whichrepresents45%ofBrait’stotalassets.TheNewLookFY2016debtinvestor presentation is available on www.brait.com.

• VirginActive’srevenueforitsfinancialyearended31December2015,measuredinconstantcurrency,increasedby4%onFY2014.EBITDAincreasedby15.0%,reflectinggrowthacrossallterritories,withEBITDAmarginexpandingfrom19.4%to21.6%.Totalclubsincreasedby9to276,following(i)theopeningofthreenewCollectionclubsinEurope;(ii)10newclubsopenedinSouthernAfrica,including4entrylevelVirginActiveREDclubs(7 operatingatyear-end)andthefirstclubinBotswana;(iii)threenewclubsopenedinAsiaPacific;(iv)theJuly2015acquisitionofthreeclubs,rebrandedtoVirginActive,atprimesitesincentralMilan;and(v)thedivestmentof10 non-coreclubsinEurope.Totalmembershipgrewby3%to1.47 million.NetbankdebttoEBITDAdecreasedfrom2.7timesinFY2014to2.5times.VirginActiveiscommittedtoproductinnovationandthecontinualsearchfornewwaystohelpmembersbecomeandstayactive.Highlightsfor2015includetheinternationalrolloutofagymfloorbasedhighenergytrainingzoneTheGrid;theintroductionofboutiqueclassessuchasballet-inspiredBarre;VirginActive’ssecondeverhigh-altitude-trainingstudioattheWalbrookClubincentralLondon(oneofitstwonewpremiumUKCollectionclubs);andspecialisttrainingwithpartnerToughMudderinseveralkeymarkets.VirginActiveisvaluedatreportingdateusinganEV/EBITDAmultipleof11.0x,whichrepresentsadiscountof19%tothepeergroup’sthreeyeartrailingaveragemultipleof13.6xanda20%discounttospot.ApplyingtheclosingGBP/ZARexchangerateofZAR21.21,Virgin Active’scarryingvalueisZAR17.579billion,whichrepresents23%ofBrait’stotalassets.


Review of operations (continued)Virgin Active’s recent announcements to the market:› 20May2016:VirginActivebelievestheAsianmarkethasenormousscopeforitspremium,high-endfitnessclubsanditsgloballyrecognisable

brandgivesitaheadstartinsecuringiconiclocations.BuildingonthesuccessofitsfirstfourclubsinThailandandSingapore,VirginActiveplanstosignificantlyincreaseitspresenceinSouthEastAsia,investingfromexistingresourcesuptoGBP150millionintheregionoverthenextsixyears.Theintentionistoopenupto20clubsinThailand(currentlythree)andbetween8and10clubsinSingapore(currentlyone).VirginActiveisalsoexploringexpansioninotherkeyAsianmarkets.

› 14June2016:FollowingtheacquisitionbyBrait,VirginActive’sstrategyhasbeenbuiltaroundafocusonoperatinganddevelopingprimesitesinmetropolitanhubsinitskeygeographies.Thesaleof35ofitsnon-coreUKclubstoNuffieldHealth,anot-for-profithealthcareorganisation,isanaccelerationofthisstrategy.TheUKbusinesswillnowbefocussedonLondon,theSouthEastandothermetropolitanareas,andwillbeorganisedaroundthreecorepropositionpillars:(i)high-endCollectionclubs,(ii)bigfamilyclubs,and(iii)racquetsclubs.Thetransactionisexpectedtocompleteinthenextfewmonths,whenexistingmembersandclubstaffwilltransfertoNuffieldHealth.Theproceedsfromthesalewillbedirectedtoup-weightingitsclubupgradeandnewclubrolloutprogrammes,togetherwithM&Agrowth.Aspartofthis,VirginActiveplanstoupgradeafurther10Londonclubsintoitshighend“Collection”groupofclubs,addingtothe11intheUKand17worldwide.

• Premier’srevenuefortheninemonthsended31March2016,whichincludestheacquisitionsmadeinFY2015,increasedby32%onthecomparativeperiod.GroupEBITDAmarginimprovedto10.5%,generatinganincreaseinEBITDAof41%fortheperiod.Bakeriesbreadsalesvolumesincreasedby7%onthecomparativeperiod,largelyintheinformalmarket.Againstadifficultmarketenvironmentasaresultofsignificantincreasesingrainpricesdue to the severe drought, Rand depreciation and the effect of the wheat import tariff, the Milling division has focussed on managing its margins and costsandimprovingitsmillingefficiencies.Aspartofitsstrategytoenternewcategoriesthroughinnovation,PremiercommissionedanextrusionplantattheKroonstadmaizemillinJanuary2016,whichhasenabledittoentertheReady-to-Eatbreakfastcerealmarket.InMarch2016,PremierlaunchedaninstantmaizeporridgerangeunderitsIwisa,NyalaandTopScorebrands,aswellasahighprotein,multi-graincerealunderanewbrand“Thrive”.Premier’sGrocerydivision,whichcomprisesSugarconfectionary,Lil-letsandCIM(theleadingfoodproducingcompanyinMozambique)hastradedwell.Inparticular,theSugarconfectionarydivisioncontinueditsfocusoninnovationhavingmorethandoubleditsproductofferingsinceitsacquisitioninMay 2013.Lil-lets’backwardintegrationintotamponmanufacturinginSouthAfrica,hasbeenasuccessanditseffortstoexpandintonewmarketsinChinaandtheMiddleEastareontrack.InitsfirstperiodofinclusioninPremier’sresults,CIMhasperformedwellandistradinginlinewithPremier’sinvestmentcase,inRands,despitethechallengescausedbymacroeconomicfactorsnegativelyaffectingMozambique.Premier’scapitalexpenditureprogrammehascontinuedaccordingtoplaninthecurrentyear,withR977millionbeinginvestedto:(i)installthenewbreakfastfacility;(ii)purchasethesitehousingtheDurbanoperations;(iii)commissionastate-of-the-artwheatmillinDurban;(iv)completeanewbakerylineinDurbantoreplacethelinedamagedbyafireintheprioryear;and(v)completetheprogrammetoownitsmillingandbakingvehiclefleet.Furthermore,BraitincreaseditsshareholdinginPremierto91.1%(FY2015:86.5%),throughtheexerciseofputandcalloptionagreements.PremierisvaluedatreportingdateusinganEV/EBITDAmultipleof12.7xwhichrepresentsadiscountof2%tothepeergroup’sthreeyeartrailingaveragemultipleof13.0xandisatthepeergroup’saveragespotmultiple.Premier’scarryingvalueisZAR11.6 billion(FY2015:ZAR8.2billion)whichrepresents15%ofBrait’stotalassets(FY2015: 20%).


Review of operations (continued)• TheUKGrocerymarketremainschallengingwithpricedeflationagainbeingakeyfactor.IcelandFoods’salesforits52weeksending25 March

2016decreasedby0.8%onFY2015.Like-for-likesalesof-2.7%representedanimprovementof1.7%onthepreviousyear.The5.6%EBITDAmarginisconsistentwiththeprioryear,withEBITDAofGBP150.5m+0.2%onFY2015.The“PowerofFrozen”marketingcampaignandanextensiveprogrammeofnewproductdevelopment,includingIceland’sexclusiveSlimmingWorldrangeoffrozenpreparedmeals,havesupportedastrongperformanceinIceland’sfrozencategory.AnumberofseniorappointmentshavebeenmadetostrengthenIceland’sproductdevelopmentcapabilitiesstillfurther,andtoincreaseexpertiseinthenon-frozencategories.IcelandhasachievedstronggrowthintheexpandingUKonlinefoodsalesmarket,leveragingitspioneeringexpertiseinhomedelivery,whichithasofferedsince1996,anditsuniqueofferoffreedeliveryforaGBP35minimumspend.InFebruary2016,IcelandFoodswasvotedthetopUKonlinesupermarketretailerintheannualcustomersatisfactionsurveybyconsumerorganization“Which?”.TheFoodWarehousefrozen-ledwarehouseconceptwaslaunchedbyIcelandin2014tocaterforthetrendofshoppersoptingtodolargescaleshopsat‘outoftown’retailparks,andithascontinuedtodeliveraheadofplan.SixFoodWarehousestoreswereopenedduringFY2016,endingtheyearwith12operatingintheUK.FreecashflowpostcapitalexpenditureofGBP87millionrepresentsanEBITDAcashconversionratioof58%.CapitalexpenditurefortheyearofGBP62million(FY2015:GBP29million)includedanewEPOSsystem,installationofLEDstorelightingacrossthe estate, investment in the refurbishment of the manufacturing business, and new stores and refits. The group added a net 9 stores during the year, closingwithatotalof881stores,whichincludes864storesintheUK.Ascommunicatedon19 November2015,BraitincreaseditsshareholdinginIceland Foods from 19% to 57.1%, partnering alongside the founder and other senior management whose shareholdings remained unchanged at 42.9%.IcelandFoodsisvaluedatreportingdateusinganEV/EBITDAmultipleof8.8x,whichrepresentsadiscountof12%tothepeergroup’sthreeyeartrailingaveragemultipleof10.0xanda10%discounttospot.ApplyingtheclosingGBP/ZARexchangerateofZAR21.21(FY2015:ZAR17.97)IcelandFood’scarryingvalueofZAR7.2billion(FY2015:ZAR1.3billion)represents9%ofBrait’stotalassets(FY2015:3%).TheIcelandFoodsFY2016debt investor presentation is available on www.brait.com.

• WithintheOtherInvestmentsportfolio:(i)ZAR1.6billionproceedswerereceivedprimarilyfromtherealisationoftheGroup’sinvestmentsinSouthernViewFinanceandChamberLaneProperties;(ii)BraitincreaseditsinvestmentinDGBfrom40%to81%;and(iii)DGBcontinuestodemonstratestronggrowthandcashflowgeneration,withitslasttwelvemonthsEBITDAup17%toZAR170million.ThesecombinedfactorsresultedinthecarryingvalueofthisportfolioofZAR1.8billion(FY2015:ZAR2.4billion).

Low cost to AUM ratioOperatingexpenditurefortheyearofZAR435millionrepresentsaratioof0.53%toAUM(FY2015:0.44%)comparedtothetargetof0.85%orless.The netoperatingcostsratio,afterfeeincome,toAUMfortheyearis0.45%(FY2015:0.27%).UsingaverageAUMasthereferencebasis,operatingcostsare0.62%(FY2015:0.60%)andnetafterfeeincomeare0.52%(FY2015:0.36%).

Minimal balance sheet cash dragTheGrouptargetsminimalcashholdingsonbalancesheettoavoiddilutingoverallreturns.TheGroup’scashandequivalentspositionatyear-endofZAR4.4billionrepresents6.2%ofNAVwhichiswellwithinthebenchmarkmaximumof25%ofNAV.

Significant cash flow within the underlying assetsBrait’snetinvestmentinflowsofZAR17.7billioncomprises:(i)ZAR15.8billionfromthesaleof200millionSteinhoffshares;(ii)ZAR1.6billionproceedsfromtheOtherInvestmentsportfolio,whichrelatedprimarilytothesaleofSouthernViewFinanceandChamberLaneProperties;(iii) ZAR223millioninterestonshareholderloansreceivedfromPremierand(iv)ZAR26millionrelatingtothereceiptoftheIcelandFoodsloanclaim.


Review of operations (continued)Predictable and consistent ordinary dividend to NAV yieldTheGroup’spolicyisanordinarybonusshareissueordividendof1%to2.5%ofclosingNAV.Bonussharesanddividendsareconsideredannuallywhentheresultsforeachyeararepublished.Theextentofanybonussharesandcashdividendsaredeterminedrelativetonetoperatingcashflows.These includeproceedsreceivedontherealisationofloansandinvestmentsfromtimetotimeandwhicharenotearmarkedfornewprojectsorrequiredforliquidity.

TheBoardhasproposedabonusshareissue(withacashdividendalternative)of1%ofNAVequalto136.27ZARcents/7.76EURcents(FY2015:77.12ZARcents/5.79EURcents).Thisrepresentsanincreaseof76.7%onFY2015.Furtherdetailsregardingthebonusshareissuewithcashdividendalternativecanbefoundbelow.InAugust2015,94%ofshareholderselectedtoreceivebonusshares,with6%electingtoreceivecash.At 31 March 2016,issuedordinarysharecapital,netoftreasuryshares,is512.75millionshares(FY2015:510.50 millionshares).

CONVERTIBLE BOND BraitreceivedGBP350millionon18September2015,fromtheissuanceofitsunsubordinated,unsecuredconvertiblebonds(Bonds).The Bondshaveafiveyeartermandcarryafixedcouponof2.75%perannumpayablesemi-annuallyinarrears.ThefixedconversionpriceofGBP7.9214persharewassetata30.0%premiumtothevolume-weightedaveragepriceofBrait’sordinarysharesbetweenlaunchandpricingon11September2015.Usingthisshareprice,theBondswillconvertinto44.184millionshares(8.5%ofBrait’scurrentissuedsharecapital)onexerciseofbondholderconversionrights.The BondslistedontheOpenMarket(Freiverkehr)segmentoftheFrankfurtStockExchangeon15October2015.

InaccordancewithIAS32(FinancialInstruments:Presentation),theBonds’liabilitycomponentismeasuredatreportingdateasGBP312 million.ApplyingtheclosingGBP/ZARexchangerateofZAR21.21,resultsintheBonds’translatedcarryingvalueofZAR6.6billion.

PREFERENCE SHARESTheGroupcompletedtheredemptionofits20millionissuedpreferencesharesattheirdeemedissuedpriceofZAR100.0perpreferenceshareon18 January2016.TheaccrueddividendtothisdateofZAR3.02(ZAR2.57netofdividendwithholdingtax)perpreferenceshareswaspaidandthepreferencesharesweresubsequentlydelistedfromboththeLuxSEandtheJSE.

GROUP FUNDING POSITIONTheGroupisintheprocessofincreasingitsexistingZAR6.4billioncommittedrevolvingfacility,whichmaturesduringJuly2017.ThenewcommittedrevolvingfacilitywillhaveatermoffouryearsandcomprisestheaggregateofaZAR8.5billiontrancheandaGBP75milliontranche.


Review of operations (continued)PROPOSED BONUS SHARE ISSUE OR, ALTERNATIVELY, CASH DIVIDENDTheBoardhasproposedabonusshareissueofnew,fullypaid,ordinaryBraitShareswithaparvalueofEUR0.22each(“NewShares”)inproportiontotheshareholdingofeachrespectiveshareholderinBrait,payabletoshareholdersrecordedintheregisterontheFriday, 12 August2016(the“BonusShareIssue”).Shareholderswillbeentitled,inrespectofallorpartoftheirshareholdingasofFriday, 12 August2016(the“RecordDate”),toelecttoreceiveacashdividendof136.27ZARcents/7.76EURcentsperordinaryshare(the “CashDividendAlternative”)heldinlieuofallorpartoftheNewSharestowhichtheywouldhavebeenentitled,whichwillbepaidonlytothoseshareholderswhoseelectionformstoreceivetheCashDividendAlternative,inrespectofallorpartoftheirshareholdingarereceivedbythetransfersecretariesonorbefore12:00p.m.ontheRecordDate.TheBonusShareIssueandCashDividendAlternativeare,however,subjecttoshareholderapprovalattheCompany’sAGMon20July2016.IfallshareholdersreceiveNewShares,anapproximateaggregatenumberof4,497,886NewSharesareexpectedtobeissued.IfallshareholderselecttoreceivetheCashDividendAlternative,thiswouldamounttoanaggregateofZAR709,455,463/EUR40,400,487forthefinancialyearending31March2016.

ShareholdersnotelectingtoreceivetheCashDividendAlternativeinrespectofallorpartoftheirshareholdingwill,withoutanyactionontheirpart,beissuedwithNewSharesinaccordancewiththeirshareholdingpursuanttotheBonusShareIssue.

ThenumberofNewSharestowhichshareholderswillbeentitledpursuanttotheBonusShareIssuewillbedeterminedbysuchshareholder’sshareholdinginBraitasof8August2016inrelationtotheratiothat136.27ZARcentsbears(7.76EURcents)bearstoZAR157.73,beingthe60-dayvolumeweightedaverageprice(“VWAP”)ofordinaryBraitsharesontheLuxembourgStockExchange(“LuxSE”)andtheJohannesburgStockExchange(“JSE”)duringthetradingperiodendingonFriday,27May2016.Thisconversionratioamountsto0.86394NewSharesper100BraitsharesheldbytheshareholderattheRecordDate.Fractionsandfractionalentitlementsarenotpossibleduetovariouscorporatelawandlistingrequirements.Accordingly,whereashareholder’sentitlementtoNewSharescalculatedinaccordancewiththeaboveformulagivesrisetoafractionofanordinaryshare,such fraction of an ordinary share will be rounded down to the nearest whole number with the fraction being paid in cash, irrespective of whether the shareholder has completed a cash election form or not. The fraction paid in cash will be deemed a cash dividend and treated as such for tax purposes. ThefractionratewillbeannouncedonThursday,11August2016.

AcircularandanelectionformwillbesenttoallshareholdersonFriday,24June2016containingfulldetailsoftheBonusShareIssueandCashDividend Alternative.

TherationalefortheBonusShareIssueistoaffordshareholderstheopportunitytoincreasetheirshareholdinginBraitandretaintheCompany’sflexibilityon cash holdings.

TheBonusShareIssueandtheCashDividendAlternativemayhavetaximplicationsforshareholders.

ThereceiptofNewSharesbySouthAfricanresidentshareholdersshouldnotbeclassifiedasadividendoraforeigndividendforSouthAfricantaxpurposesandhencedividendstaxshouldnotbeleviedontheNewShares.ForthoseSouthAfricanresidentshareholderselectingtheCashDividendAlternativeinlieuoftheNewShares,suchamountwillberegardedasaforeigndividend,butmaybesubjecttoSouthAfricandividendstaxattherateof15%,unlessanexemptionassetoutintheSouthAfricanincometaxlegislationapplies.


Review of operations (continued)Ifdividendstaxdoesapply,thenetdividendwillbe115.8295ZARcentspershare.

Shareholdersarethereforeencouragedtoconsultwiththeirprofessionaladvisorsshouldtheybeinanydoubtastotheappropriateactiontotake.

Theissuedordinarysharecapitalatthedateofthisannouncementis520624835ordinarysharesofEUR0.22each.

The salient dates are as follows:

EVENT 2016

Announcementoftheapplicableratio,basedonthe60-dayvolumeweightedaveragepriceendingonFriday 27May2016,releasedontheLuxSEandJSE

Tuesday, 14 June

Bonussharecircularandformofelectionpostedtoshareholderson: Friday, 24 June

AGMapprovingtheBonusShareIssue/CashDividendAlternativeon: Wednesday,20July

LastdaytotradeinordertobeeligiblefortheBonusShareIssueor,alternatively,theCashDividendAlternativeon: Monday,8August

Ordinarysharestrade“ex”theBonusShareIssue/CashDividendAlternativeon: Wednesday,10August

Announcementoffractionrate Thursday,11August

LastdayforelectionformstoreceivetheCashDividendAlternativeinsteadoftheBonusShareIssuetoreachtheTransferSecretariesby12:00pmon:

Friday,12August

RecordDateinrespectoftheBonusShareIssue/CashDividendAlternativeon: Friday,12August

ShareCertificatesanddividendchequesposted,CSDP/participant/brokeraccountscredited/updatedandNewShareslistedontheLuxSEandJSEon:

Monday,15August

Sharecertificatesmaynotbedematerialisedorrematerialised,betweencloseofbusinessWednesday,10August2016andFriday, 12 August2016,bothdays inclusive.

PleasenotethattheNewSharestobeissuedintermsoftheBonusShareIssuemaynotbetradeduntilMonday,15August2016.


Review of operations (continued)GROUP OUTLOOK • New Look produced a strong financial and operational performance in 2016, continuing its focus on consistent delivery and investment across

itsstrategicinitiativesinadisciplinedandsustainablemanner,tofacilitatelongtermgrowth.WhilsttheimmediateoutlookforUKretailingismorechallengingthanithasbeenforsometime,NewLookisconfidentinitsstrategyandabilitytoexecuteit;

• VirginActivegeneratedastrongfinancialperformancein2015andremainsfocussedonitsstrategyofbeingtheleadingpremiumhealthoperatorinitschosenmarkets.Thecompanyiswellplacedforgrowth,with(i)adeeppipelineofclubopeningsinSouthernAfrica;(ii) planstoacceleratethepremiumisationofastreamlinedUKestate;(iii)excitingopportunitiesforexpansioninAsia-Pacificand(iv) continuedinvestmentininnovation;

• Premiercontinuestodeliveronitsstrategyofbrandbuilding,throughproducingconsistentqualityofferingsandproductinnovationaswellasoperationalefficiencies.Premier’scorebrandsarewellpositionedtocompeteintheirrespectivemarkets;

• IcelandFoods’corebusinesshasstabilized.Continuedstrongcashflowgeneration,targetedmarketingcampaigns,acceleratingtherolloutofFood Warehousestores,investinginpeopleandonlinesalesremainthekeystrategiesonwhichmanagementisfocussedtodrivegrowth.

Thishasbeenanotherproductive,returnfocussedyearforBrait.ThecapitalraisedfromtherealisationofPepkoratthecloseofFY2015,waseffectivelydeployedduringthefirsthalfofthecurrentfinancialyearinacquiringNewLookandVirginActive.Recently,attheEMEAFinance’sAchievementAwards2015,heldinLondon,Braitwasawarded‘BestPrivateEquityInvestment’forNewLookand‘BestM&ADeal’forVirginActive.Boththeseassetshaveproduced solid results in their respective financial years and are performing in accordance with the original investment plan. The second half of the year wascharacterisedby(i)thesuccessfuldebutGBP350millionConvertibleBondissuance,whichlistedontheOpenMarketsegmentoftheFrankfurtStockExchangeinOctober2015;and(ii)increasingtheshareholdinginIcelandFoodsto57%,whichresultedintheGroupholdingmajoritystakesacrossitsfourcoreinvestments.Braitcontinuestoexplorenewpoolsofcapitaltoenhanceitscapitalstructureandensurethatitiswellplacedfornewopportunitiesto complement its portfolio.

ForandonbehalfoftheBoard

PJ MoleketiNon-Executive Chairman14 June 2016

Directors(allnon-executive)PJMoleketi(Chairman)*,JCBotts^,ASJacobs##,DrLLPorter##,CSSeabrooke*,HRWTroskie**,DrCHWiese*

##British ^American **Dutch *SouthAfrican

Brait’sprimarylistingisontheEuroMTFmarketoftheLuxembourgStockExchangeanditssecondarylistingisontheJohannesburgStockExchange.

SponsorRANDMERCHANTBANK(AdivisionofFirstRandBankLimited)


Notes

Administration and contact detailsSUBSIDIARY OFFICEBrait Mauritius LimitedSuite 520, 5th Floor, Barkly WharfLe caudan Waterfront, Port Louis MauritiusTel: +230 213 6909 Fax: +230 213 6913

CORPORATE ADVISORSBrait South Africa Proprietary Limited2nd Floor, The Zone II, 177 Oxford RoadRosebank, Johannesburg, 2196South AfricaTel: +27 11 507 1000Fax: +27 11 507 1001

Brait Advisory Services UK Limited4th Floor, 55 Blandford Street,London W1U 7hW

INVESTOR RELATIONSwww.brait.comEmail: [email protected]: +27 11 507 1000

LUXEMBOURG REGISTRAR AND TRANSFER AGENTMaitland Luxembourg SA58, rue charles MartelL-2134 LuxembourgTel: +352 402 5051Fax: +352 402 505 66

SOUTH AFRICAN TRANSFER SECRETARIEScomputershare Investor Services Proprietary Limited70 Marshall Street, Johannesburg, 2001Tel: +27 11 370 5000Fax: +27 11 668 5200

JSE SPONSORRand Merchant Bank(A division of FirstRand Bank Limited) 1 Merchant Placecorner Fredman Drive and Rivonia Road Sandton, 2196, South Africa

INDEPENDENT AUDITORSDeloitte Audit LimitedDeloitte Place, Mriehel BypassMriehel, BKR3000, Malta

BRAIT SERegistration No: SE1

ISSUER NAME AND CODEIssuer long name – BRAIT SEIssuer code – BRAITShare code: BAT – ISIN: LU0011857645Bond code: WKN: A1Z6Xc ISIN: XS1292954812

COMPANY SECRETARY AND REGISTERED OFFICEMaria Angela Stivala4th Floor, Avantech BuildingSt. Julian’s Road, San GwannSGN 2805, MaltaTel: +356 2248 6203Fax: +356 2144 6330

COUNSELM Partners S.à r.l(a Member of Maitland Legal)56, rue charles MartelL-2134 LuxembourgTel: +352 263 868Fax: +352 263 868 66

Documents

2016 - Brait SE€¦ · 5 Results for the year ended 31 March 2016 Highlights: FYE 31 March 2016 NAV per share R136.27 • Increase of 76.7%on FY2015’s NAV per share of R77.12 •