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Finalisation announcement
Brimstone Investment Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number 1995/010442/06
ISIN Number: ZAE000015277 Share Code: BRT
ISIN Number: ZAE000015285 Share Code: BRN
(“Brimstone” or “the Company”)
Finalisation announcement
1. Introduction
Shareholders are referred to Brimstone’s reviewed preliminary condensed consolidated results
for the year ended 31 December 2017 released on SENS on Tuesday, 6 March 2018 (the “Results
Announcement”) which contained a declaration by the board of directors of a final cash dividend
of 42 cents per Brimstone share (the “Cash Dividend”) incorporating an election to receive the
Cash Dividend or a scrip dividend as an alternative (the “Scrip Dividend Alternative”), with the
default election being the Scrip Dividend Alternative.
Full details of the Cash Dividend and the Scrip Dividend Alternative were also set out in a circular
posted to shareholders on Thursday, 8 March 2018 (the “Circular”).
2. Cash Dividend
The Cash Dividend will only be payable to those shareholders electing to receive the Cash
Dividend in respect of all or part of their shares and:
- in the case of certificated Brimstone shareholders, whose forms of election have been
lodged with and received by the transfer secretaries in accordance with the instructions
contained in the Circular; and
- in the case of dematerialised Brimstone shareholders, who have instructed their CSDP or
broker in terms of the custody agreement entered into between them and their CSDP or
broker.
3. Scrip Dividend Alternative
3.1 Ratio calculation
The number of Brimstone shares to which shareholders are entitled in terms of the Scrip
Dividend Alternative (“the Scrip Dividend Alternative Ratio”) has been determined by
reference to:
o for Brimstone ordinary shares: the ratio that 42 cents per Brimstone ordinary share
bears to R10.46300, being the fifteen day volume weighted average traded price
(“VWAP”) of R10.88300 less the dividend of 42 cents, of a Brimstone ordinary share on
the JSE prior to the finalisation date of 10 April 2018; and
o for Brimstone “N” ordinary shares: the ratio that 42 cents per Brimstone “N” ordinary
share bears to R11.29349, being the VWAP of R11.71349 less the dividend of 42 cents,
of a Brimstone “N” ordinary share on the JSE prior to the finalisation date of 10 April
2018.
This will result in shareholders receiving 4.01415 Brimstone ordinary shares and 3.71896
Brimstone “N” ordinary shares respectively for every 100 ordinary shares and/or 100 “N”
ordinary shares held on Friday, 20 April 2018 (the “Record Date”).
The Scrip Dividend Alternative Ratio represents a 4.02% discount to the thirty day VWAP of
Brimstone ordinary shares of R10.90086 and a 2.38% discount to the thirty day VWAP of
Brimstone “N” ordinary shares of R11.56867, prior to 10 April 2018 respectively.
3.2 Fractions
Where a shareholder’s entitlement to Brimstone shares in relation to the Scrip Dividend
Alternative gives rise to a fraction of a new Brimstone share, such fraction will be rounded
down to the nearest whole number and the cash balance will be paid to the shareholder.
The cash balance will be determined based on the volume weighted average price of
Brimstone shares on Wednesday, 18 April 2018, discounted by 10% and will be subject to
dividend taxation at a rate of 20%.
4. Impact on Brimstone shareholders
An example illustrating the impact for shareholders electing to either receive the Cash Dividend
or the Scrip Dividend Alternative is as follows:
Cash Dividend
Shareholders Shareholders
exempt from subject to
dividend dividend
taxation taxation
(cents) (cents)
Cash Dividend per share 42.0 42.0
Cash Dividend taxation of 20% per share - (8.4)
Net Cash Dividend per share 42.0 33.6
Scrip Dividend Alternative
Number of shares held 100
Ratio price (R)
Brimstone ordinary Shareholders 10.46300
Brimstone “N” ordinary Shareholders 11.29349
Total amount available for Scrip Dividend Alternative (R) 42.00
Number of shares issued in terms of Scrip Dividend Alternative*
Brimstone ordinary shares 4
Brimstone “N” ordinary shares 3
* Applying the rounding principles set out in paragraph 3.2 above.
5. Salient dates and times
Shareholders are reminded that the last day to elect to receive the Cash Dividend is 12:00 on
Friday, 20 April 2018. No action is required if you wish to receive the Scrip Dividend Alternative.
The salient dates and times for the Cash Dividend and the Scrip Dividend Alternative as set out in
the results announcement and the circular remain unchanged.
10 April 2018
Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking
Date: 10/04/2018 12:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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