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Distribution of Circular and Notice of General Meeting
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")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. Introduction
1.1 Brimstone ordinary and "N" ordinary shareholders ("Brimstone Shareholders") are referred to
the announcement released on the Stock Exchange News Service ("SENS") on 22 January
2024 ("Announcement") by Brimstone.
1.2 Unless expressly defined, capitalised terms herein have the meaning given to them in the
Announcement.
1.3 As stated in the Announcement, Brimstone Shareholders were advised that Sea Harvest, a
54.4% held subsidiary of Brimstone, acting through its wholly owned subsidiaries, had entered
into a share purchase agreement with Terrasan and Terrasan Beleggings, a wholly owned
subsidiary of Terrasan, to acquire certain subsidiaries of Terrasan Beleggings engaged in the
catching, processing and sale of pelagic fish, and in the farming, processing and sale of
abalone, for a Purchase Consideration to be settled through cash and the issue of Sea Harvest
ordinary shares to Terrasan, subject to the Conditions Precedent (the "Acquisition").
2. Distribution of Circular and Notice of General Meeting
2.1 A Circular containing the full details of the Acquisition has today been distributed to Brimstone
Shareholders that were recorded as such on the shareholders' register of the Company
("Register") on Friday, 19 January 2024. The Circular also incorporates a Notice convening the
General Meeting of Brimstone Shareholders.
2.2 Accordingly, notice is hereby given that the General Meeting will be held at 14:00 on Monday,
26 February 2024, to be conducted entirely through electronic participation, for the purpose of
considering and, if deemed fit, passing with or without modification, the Resolutions contained
in the Notice. Brimstone Shareholders are referred to the Notice of General Meeting which
contains full information on proxies, attendance, participation and voting at the General
Meeting.
2.3 The Circular is available on Brimstone's website at:
www.brimstone.co.za /investor-relations/circulars/
3. Salient dates and times
2024
Notice record date, being the date on which a Brimstone Shareholder Friday, 19 January
must be recorded in the Register to be eligible to receive the Circular
and Notice of General Meeting
Circular and the Notice of General Meeting distributed to Brimstone Friday, 26 January
Shareholders and announced on SENS
Last day to trade Brimstone Shares to be recorded in the Register to Tuesday, 13 February
vote at the General Meeting (see note 4 below)
Voting Record Date to vote at the General Meeting Friday, 16 February
For administrative purposes, Forms of Proxy (blue) in respect of the Thursday, 22 February
General Meeting to be lodged at or received by the Transfer
Secretaries by no later than 14:00
Form of Proxy (blue) in respect of the General Meeting to be provided Monday, 26 February
to the chairperson of the General Meeting at the General Meeting,
before the General Meeting is due to commence
General Meeting to be held at 14:00 Monday, 26 February
Results of the General Meeting released on SENS Monday, 26 February
Notes:
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of the Company. Any such
amendment will be released on SENS.
3. If the General Meeting is adjourned or postponed, Forms of Proxy (blue) submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the General
Meeting, unless the contrary is stated on such Form of Proxy (blue).
4. Brimstone Shareholders should note that as trade in Brimstone Shares on the JSE is settled in
the electronic settlement system used by Strate, settlement of trades takes place three business
days after the date of such trade. Therefore, Brimstone Shareholders who acquire Brimstone
Shares after close of trade on Tuesday, 13 February 2024 will not be eligible to attend, participate
in and vote at the General Meeting.
Cape Town
26 January 2024
Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 26-01-2024 03:00:00
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.
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