BRIMSTONE INVESTMENT CORPORATION LIMITED - Announcement regarding the disposal of 1 813 613 Tiger Brands Limited ("Tiger Brands") shares

Announcement regarding the disposal of 1 813 613 Tiger Brands Limited ("Tiger Brands") 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 DISPOSAL OF 1 813 613 TIGER BRANDS LIMITED (“TIGER
BRANDS”) SHARES

1.    Introduction

      Brimstone shareholders are advised that the Company, through its wholly-owned
      subsidiary Brim Tiger SPV (Proprietary) Limited (“Brimstone SPV”), has disposed of
      1 813 613 Tiger Brands ordinary shares (“Tiger Brands shares”) in 3 separate transactions
      (the “Disposals”). The Disposals were concluded for a total consideration of
      R387 253 998.13.

2.    Terms of the Disposals

      The terms of the Disposals are as follows:

      2.1     In terms of the Tiger Brands Phase II Black Economic Empowerment Transaction
              implemented in 2009 (“Tiger Brands BEE transaction”), Tiger Brands was entitled to
              repurchase a certain number of the Tiger Brands shares held by Brimstone SPV
              following expiry of the lock-in period, being 31 December 2017 (the “Lock-in Period
              Expiry Date”). On 3 January 2018 Tiger Brands repurchased 861 257 Tiger Brands
              shares from Brimstone SPV at R7.40 per share, for a total consideration of
              R6 373 301.80 (the “Tiger Brands Disposal”).

      2.2     Brimstone SPV sold 352 356 Tiger Brands shares on the open market at an average
              price of R442.7425 per Tiger Brands share, for a total consideration of
              R156 002 976.33 on 16 January 2018 (the “First Open Market Disposal”); and

      2.3     In June 2017, Brimstone SPV entered into a forward sale transaction with FirstRand
              Bank Limited (acting through its Rand Merchant Bank Division) (the “Forward Sale
              Transaction”) over 600 000 Tiger Brands shares. In terms of the Forward Sale
              Transaction, cash settlement took place over 5 equal tranches between Monday, 29
              January 2018 and Friday, 2 February 2018. Over the same 5 day period, Brimstone
              SPV elected to dispose of the 600 000 Tiger Brands shares on the open market (the
              “Second Open Market Disposal”). Brimstone SPV received a net price of R374.7962
              per Tiger Brands share, for a total consideration of R224 877 720.00 through the
              combination of the Forward Sale Transaction and Second Open Market Disposal
              (collectively the “Hedged Disposal”).

3.    Rationale for the Disposals

      The Tiger Brands Disposal enabled Brimstone SPV to settle the outstanding notional vendor
      funding owing to Tiger Brands that arose in terms of the Tiger Brands BEE transaction.
      The First Open Market Disposal and Second Open Market Disposal were effected in order
      for Brimstone SPV to realise its investment in Tiger Brands after the Lock-in Period Expiry
      Date. The Forward Sale Transaction was effected in order for Brimstone SPV to protect the
      value of a portion of its investment between June 2017 and the Lock-In Period Expiry Date.

4.    Consideration and application of proceeds

      The after taxation consideration received by Brimstone (through Brimstone SPV) from the
      Disposals will be used to repay certain outstanding debt funding obligations of
      Brimstone.

5.    Conditions precedent
 
      The Disposals are not subject to any conditions precedent.

6.    Value of net assets and fair value gain attributable to the Disposals

      The fair value of the net assets that are the subject of the Disposal as contained in
      Brimstone’s unaudited interim results for the six months ended 30 June 2017 is
      R324 855 417.00. The fair value gain for the period attributable to the net assets that are
      the subject of the Disposals is R48 422 849.15 after taxation.

      The financial information contained in this announcement has not been reported on or
      reviewed by Brimstone’s auditors.

7.    Categorisation of the Disposals

      In terms of the aggregation rules contained in the JSE Listings Requirements, the Tiger
      Brands Disposal, First Open Market Disposal and the Hedged Disposal have been
      aggregated as they took place during a twelve month period and involved the same asset,
      which has resulted in the Disposals being categorised as a Category 2 transaction.

6 February 2018
Cape Town

Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking

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