BRIMSTONE INVESTMENT CORPORATION LIMITED - Announcement regarding the acquisition of Oceana shares

Announcement regarding the acquisition of Oceana shares

Brimstone Investment Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number 1995/010442/06
Share Code: BRT ISIN: ZAE000015277
Share Code: BRN ISIN: ZAE000015285
(“Brimstone” or the “Company”)

ANNOUNCEMENT REGARDING THE ACQUISITION OF OCEANA SHARES

1.   Introduction and details

     Brimstone shareholders are advised that the Company has entered into a conditional but binding offer
     (the “Offer”) to acquire 8 000 000 Oceana Group Limited (“Oceana”) ordinary shares (“Oceana Shares”)
     from Tiger Brands Limited (“Tiger Brands”) (the “Transaction”).

     The Transaction represents approximately 5.9% of the total Oceana shares currently in issue and will
     increase Brimstone’s shareholding in Oceana from 16.98% to 22.88%.

     The effective date of the Transaction will be the first business day after the date of fulfilment of the last
     condition precedent as set out in paragraph 5 below, which is anticipated to be by no later than 17h00
     on Thursday, 28 February 2019 (the “Effective Date”). The Oceana Shares will be transferred to
     Brimstone against payment of the purchase consideration set out in paragraph 4 below.

     Brimstone shareholders are also referred to the announcement made by Tiger Brands today in respect
     of the Transaction.

2.   Overview of Oceana

     Oceana’s core business is the catching, processing, marketing and distribution of canned fish, fishmeal,
     fish oil, lobster, horse mackerel, squid and hake. The business includes mid-water fishing (horse
     mackerel), deep-sea trawling (hake), and inshore fishing for pelagic fish (anchovy, Gulf Menhaden,
     redeye herring and pilchard). In addition, Oceana provides refrigerated warehouse facilities and
     logistical support services.

     Further information on Oceana can be accessed on www.oceana.co.za.

3.   Rationale for the Transaction

     Brimstone has been invested in Oceana for 23 years and continues to believe in the future of Oceana
     and Brimstone considers it important to further strengthen Oceana’s B-BBEE credentials.

4.   Purchase consideration

     The consideration payable for the Transaction (the “Purchase Consideration”) will be R581.44 million,
     which is based on R72.67958 per Oceana share, being the 10-day volume weighted average price of an
     Oceana Share up to and including 23 January 2019.

     The Purchase Consideration will be settled by Brimstone from available facilities and additional funding
     to the extent required.

5.   Conditions precedent

     The Transaction is subject to the fulfilment of the following conditions precedent by the Effective Date:
     5.1   the board of directors and investment committee of Brimstone authorising the Transaction and
           all agreements contemplated in regard to the Transaction;

     5.2   Brimstone obtaining the requisite approval from its shareholders, the JSE and/or any other
           regulatory authority for the implementation of the Transaction, if and only so required; and

     5.3   Brimstone informing Tiger Brands in writing that it has secured such equity funding and/or debt
           funding as it may require in order to fund the payment by Brimstone of the Purchase
           Consideration.

6.   Net assets and attributable profits

     The net asset value of the Transaction is R272.9 million and the share of net profit after tax attributable
     to the Transaction is R52.1 million, based on Oceana’s audited results for the year ended 30 September
     2018, which were prepared in accordance with International Financial Reporting Standards.

7.   Categorisation of the Transaction

     The Transaction is categorised as a Category 2 transaction for Brimstone in terms of the JSE Listings
     Requirements and accordingly no shareholder approval is required.

8.   Cautionary announcement

     Shareholders are referred to the Brimstone cautionary announcement released on SENS on 21 January
     2019 and are advised that the cautionary announcement is unrelated to the Transaction disclosed in this
     announcement and therefore remains in place.

24 January 2019
Cape Town

Investment bank, corporate advisor and sponsor
Nedbank Corporate and Investment Banking

Legal advisor
Cliffe Dekker Hofmeyr

Date: 24/01/2019 09:39:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.