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Proposed specific repurchase of Brimstone ordinary and “N” ordinary 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”)
Proposed specific repurchase of Brimstone ordinary and “N” ordinary shares
1. Introduction
Shareholders are advised that Brimstone intends proposing a specific repurchase of 3 629 700
Brimstone ordinary shares and 21 898 143 Brimstone “N” ordinary shares from Septen
Investments (Proprietary) Limited (“Septen”), a wholly-owned subsidiary of Brimstone (“the
Specific Repurchase”), at the Company’s annual general meeting (“AGM”).
The Specific Repurchase is subject to the provisions of the Memorandum of Incorporation of
the Company, the Companies Act, No. 71 of 2008, as amended (“the Companies Act”) and the
JSE Limited (“JSE”) Listings Requirements, where applicable.
2. Terms of the Specific Repurchase
The Specific Repurchase will be effected as follows:
- the repurchase by the Company from Septen of 3 629 700 Brimstone ordinary shares at a
price of R13.53 per Brimstone ordinary share, being the 30 day volume weighted average
price (“VWAP”) for Brimstone ordinary shares up to and including 7 February 2014, at a total
value of R49 109 841; and
- the repurchase by the Company from Septen of 21 898 143 Brimstone “N” ordinary shares
at a price of R13.30 per Brimstone “N” ordinary share, being the 30 day VWAP for Brimstone
“N” ordinary shares up to and including 7 February 2014, at a total value of R291 245 302.
The Specific Repurchase represents 7.76% of the Brimstone ordinary shares currently in issue
and 8.20% of the Brimstone “N” ordinary shares currently in issue, respectively.
The Specific Repurchase will be done intra-group with no cash flow implications, other than to
cover the expenses relating thereto.
The Brimstone ordinary shares and “N” ordinary shares to be repurchased in terms of the
Specific Repurchase are currently reflected as treasury shares in the annual financial statements
of Brimstone. Application will be made to the JSE for the delisting of the treasury shares once
the Specific Repurchase has been effected.
Brimstone has appointed Bridge Capital Advisors (Pty) Limited as an independent expert to
prepare a report to the board of directors of Brimstone in terms of Section 48(8), read with
Section 114 of the Companies Act, to advise whether the terms and conditions of the Specific
Repurchase are fair and reasonable as far as Brimstone shareholders are concerned. The
independent expert is of the opinion that the Specific Repurchase is fair and reasonable to
Brimstone shareholders.
After the Specific Repurchase, Brimstone will have in issue 385 611 Brimstone ordinary shares
and 43 475 230 Brimstone “N” ordinary shares as treasury shares.
3. Unaudited pro forma financial effects of the Specific Repurchase (“financial effects”)
Based on Brimstone’s audited results for the year ended 31 December 2013, the Specific
Repurchase will have no effect on Brimstone’s earnings per share, headline earnings per share,
net asset value per share and net tangible asset value per share as these metrics are already
calculated on a net of treasury shares basis and as such the financial effects have not been
disclosed. The only financial effect, which is approximately 0.03% of Brimstone’s market
capitalisation, will be the once-off impact of the expenses of the Specific Repurchase. The
financial effects are the responsibility of Brimstone’s board of directors.
4. Salient dates and times
The salient dates and times for the Specific Repurchase are as follows:
2014
Record date for shareholders to be entitled to receive the Thursday, 20 March
notice of AGM
Integrated report of which the notice of AGM forms part Friday, 28 March
posted to shareholders on
Announcement regarding posting of integrated report on Monday, 31 March
Last day to trade in order to be entitled to attend, Friday, 9 May
participate and vote at the AGM
Record date to be entitled to attend, participate and vote at Friday, 16 May
the AGM
AGM at 18:30 on Wednesday, 21 May
Results of AGM released on SENS on Thursday, 22 May
Cancellation and delisting of 3 629 700 Brimstone ordinary
shares and 21 898 143 Brimstone “N” ordinary shares on or Friday, 30 May
about
Notes:
1. All times indicated above are South African times.
2. These dates and times are subject to amendment. Any such amendment will be released on SENS.
5. Integrated report
The special resolution proposing the Specific Repurchase, which includes full details of the
Specific Repurchase as required by the JSE Listings Requirements and the Companies Act, will
be contained in the notice of AGM which will form part of the Company’s integrated report.
Cape Town
12 March 2014
Investment Bank and Sponsor
Nedbank Capital
Attorneys
Cliffe Dekker Hofmeyr Inc
Independent Expert
Bridge Capital Advisors (Pty) Limited
Date: 12/03/2014 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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