The fourth trading window in the shares of BrewDog PLC (BrewDog) will take place on Wednesday, 31st August 2022. This is an opportunity for you to buy and sell shares in BrewDog. If you are interested in participating in the upcoming auction please read the following instructions carefully and in full before proceeding. Please note all times referenced herein are based on London time.
THE BUYING AND SELLING PROCESS:
All orders for the auction must be submitted via a stockbroker. The preferred broker for this auction is Jarvis Investment Management (Jarvis), but other brokers may be able to handle orders and submit them on participants’ behalf.
Sellers wishing to use Jarvis can complete and send a share sale form (available on the BrewDog page of the Asset Match website) and their share certificate by post to be received by 4pm on Friday, 5th August 2022. This is to allow shares to be set up in the broker’s nominee for settlement which can take up to ten working days. This process may take longer, and sellers are urged to get set up as early as possible. Failure to do so may result in not being able to participate in the auction.
The share sale form includes a section to indicate the number of shares to sell and the minimum price per share that they are willing to sell at. Prices entered here must be entered correctly and within the indicated tick size, otherwise they will be rejected.
Sellers only looking to sell a partial amount of their holding, and who do not wish to hold the balance on account, should complete the documentation quoting the number of shares they wish to sell only.
Buyers wishing to use Jarvis can open a trading account prior to the auction if they do not already have one at www.sharedealactive.co.uk. If you have your own broker, you may be able to use them, but we cannot advise on this.
All buyers must deposit sufficient funds in their account with shareDeal active to cover the cost of the shares share they wish to buy including commission and stamp duty (see fees associated with participating). They must then inform shareDeal active by telephone of the number of shares they wish to buy and the maximum price per share that they are willing to buy at. You may also activate to view and place orders online should you wish.
Submitted orders shall be sent by Jarvis to Asset Match for inclusion in the pre-auction and auction period from 9am on Tuesday, 30th August 2022 to 4pm on Wednesday, 31st August 2022.
In all cases, overseas buyers and sellers (i.e. those residing outside the UK) should contact Asset Match directly for guidance on participation instructions. Contact details available at the end of this document.
Between 9am and 4pm on the auction date (Wednesday, 31st August 2022), the live auction order book shall be displayed on the Asset Match auction page so that participants can see the full depth of the market and whether an indicative trading price has been derived. Note: if an indicative trading price is derived during the pre-auction window, then this will be displayed on the Asset Match auction page before the auction opens.
The tick size for this auction is 25 pence per share i.e. prices submitted must be exact multiples of 25 pence.
Fees associated with participating in the auction include the following:
• Commission: Asset Match charges successful buyers and sellers a trading commission of 3% of the trade value, subject to a minimum £20 per trade.
• Stamp Duty Reserve Tax (Stamp Duty): Buyers will be charged stamp duty of 0.5% of the trade value.
• Broker Fees: Sellers based in the UK and using Jarvis’ share sale form will incur no additional fees associated with participating in the auction. Buyers based in the UK using shareDeal active will be charged an additional £9.50 transaction fee. Overseas participants, or those using another stockbroker, may be charged an additional brokerage and account fee. We cannot comment on other brokers’ fees if you choose to use your own.
• Other fees: Buyers and sellers who wish to have their holdings taken out of the Jarvis broker nominee after the auction and transferred into certificated form in your own name, will incur an additional charge of £10 + VAT. Please note, if you wish to use your shares to vote in formal proceedings, or use BrewDog’s Equity Punk benefits, you will need to make this transfer and incur this cost. Other brokers may charge different amounts. While we have taken every care to include the most common charges you may expect, please familiarise yourself with all broker charges before proceeding.
HOW TO ACCESS YOUR SHARE CERTIFICATE (FOR SELLERS):
Your share certificate is held online on Computershare's Investor Centre. Computershare is the registrar for the company and is responsible for issuing share certificates.
In order to access your certificate, you will need to access your account on the Investor Centre. And download your share certificates. To do this;
• Go to
www.investorcentre.co.uk and login to your account. If you have not already registered, please do so using your Shareholder Reference Number or SRN (this will appear in your account on BrewDog.com or in an email allotting your shares when you invested), your Postcode or Country of Domicile, and enter and select BrewDog Plc in the company name box
• Once registered, you will be able to see the total shares held in this account on the summary and portfolio screen.
• Check your Address – if you need to update your address, you can do this within the My Profile section.
• Your share certificate is available for download within the Documents section.
In certain circumstances, as an additional security measure you may be issued with an Activation Code by post before you are able to make any updates to your account.
If you are an existing Investor Centre member and have forgotten your User ID or Password then please go to Investor Centre where you will see a link for Forgotten User ID or Forgotten Password. Please select the appropriate option and follow the on-screen prompts.
If you have any other issues with your Investor Centre account, or your SRN, please contact BrewDog here https://brewdog.freshdesk.com/support/home and raise a ticket with our team. Please note, it is responsibility of shareholder to ensure they always have full access to their shares held with Computershare, and this should always be kept up to date. Any delays caused by inability to access your shares will not be the responsibility of BrewDog plc.
AUCTION TIMELINE:
To participate in the auction, please follow the steps below.
1. Account opening:
All orders for the auction must be submitted via a stockbroker. The preferred broker for this auction is Jarvis Investment Management (Jarvis), but other brokers may be able to handle orders and submit them on participants’ behalf.
Sellers wishing to use Jarvis must send a completed and signed share sale form and their share certificate by post to be received by shareDeal active by 4pm on Friday, 5th August 2022. The share sale form is available
here.
As the share sale form includes an order instruction, your order to sell will be placed automatically once the account has been set up and shares transferred into your broker nominee.
Sellers only looking to sell a partial amount of their holding, and who do not wish to hold the balance on account, should complete the documentation quoting the number of shares they wish to sell only.
Sellers will not incur ongoing charges from Jarvis with this type of account. They may be subject to a charge if they do not ultimately sell their shares and wish to have the share certificate returned. Sellers should also note that shares will be kept on account with shareDeal active unless instructed otherwise, this means any orders that are unsuccessful the certificates will not be automatically returned once the auction has closed. If you may wish to participate in future voting events such as at our AGM, or if you wish to use Equity Punk benefits such as a free beer on your birthday or discounts in our bars and online shop, you will need to contact the broker after the trading event to transfer your shares to our registrar Computershare, paying any fees applicable. These vary by broker; those using Jarvis will incur a charge of £10 + VAT.
If a seller requires their share certificate, a copy can be obtained through the Computershare Investor Centre (
www.investorcentre.co.uk). See ‘How to Access Your Share Certificate’ above. Receipt of the share certificate and delivery of the account opening forms and share certificate to shareDeal active in advance of the auction is solely the responsibility of the seller.
Buyers wishing to use Jarvis can do so by opening a shareDeal active trading account prior to the auction if they do not already have one at
www.sharedealactive.co.uk.
All buyers must deposit sufficient funds in their account with shareDeal active to cover the cost of the shares they wish to buy including commission, transaction charge and stamp duty. As stated previously: commission is 3% (subject to a minimum commission of £20); the transaction charge is £9.50; and stamp duty is 0.5%. They must then inform shareDeal active by telephone on 01892 700 835 stating the number of shares they wish to buy and the maximum price per share that they are willing to buy at.
If you purchase shares and may wish to participate in future voting events such as at our AGM, or if you wish to use Equity Punk benefits such as a free beer on your birthday or discounts in our bars and online shop, you will need to instruct your broker to transfer your shares out of the nominee account, and into your own name held with our registrar Computershare, paying any fees applicable. These vary by broker; those using Jarvis will incus a charge of £10 + VAT.
Submitted orders shall be sent by shareDeal active to Asset Match for inclusion in the pre-auction and auction period from 9am on Tuesday, 30th August 2022 to 4pm on Wednesday, 31st August 2022.
In all cases, overseas buyers and sellers (i.e. those residing outside the UK) should contact Asset Match directly on 020 7248 2788 or dealing@assetmatch.com.
2. Pre-Auction (9am to 4pm Tuesday, 30th August 2022):
Sellers who have submitted their share sale forms to shareDeal active can amend their instruction by calling shareDeal active on 01892 700 835 and stating:
a. Account/customer number (which they will receive in a welcome letter by both post and email confirming account details);
b. Buyer or seller;
c. New order or amendment; and
d. The number of shares they wish to sell and the limit (minimum) price per share they are willing to sell at.
Buyers who have set up and funded their accounts, should inform shareDeal active of their buy instruction by calling shareDeal active on 01892 700 835 and stating:
a. Account/customer number Account/customer number (which they will receive in a welcome letter by both post and email confirming account details);
b. Buyer or a seller;
c. New order or amendment; and
d. The number of shares they wish to buy and the limit (maximum) price per share they are willing to buy at.
Buyers and sellers should be aware that amendments are accepted and processed on a best endeavours basis only.
3. Auction (9am to 4pm Wednesday, 31st August 2022):
The auction opens at 9am and closes at 4pm on Wednesday, 31st August 2022, after which no further orders can be included in the auction. Please note that buyers and sellers can amend their instructions until 4pm on the auction day by following the steps above.
4. Post-Auction:
The auction result (including total number of shares traded and the final trading price) will be announced on Thursday, 1st September 2022. Successful buyers and sellers will be notified by Jarvis with a contract note (or by their own broker if not using shareDeal active). On settlement, sellers will receive the proceeds from their sale net of Asset Match’s commission of 3% (£20 minimum). Buyers will have their shares delivered into their trading account. If any funds remain in your account after the event, you may transfer these out by instructing shareDeal active accordingly.
For details of fees for buyers and sellers please refer to the above section "Fees associated with participating in the auction". It is anticipated that all successful trades will be settled by Monday, 5th September 2022.
Please direct any queries regarding these rules to Asset Match on
