BRIMSTONE INVESTMENT CORPORATION LD - Proposed specific repurchase of Brimstone ordinary and N ordinary shares

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 387 831 Brimstone
     ordinary shares and 3 835 621 Brimstone “N” ordinary shares from the Brimstone Investment
     Corporation Limited Share Trust (“the Brimstone Share Trust”) (“the Specific Repurchase”), at a general
     meeting of the Company scheduled for Wednesday, 11 March 2015 (“the general meeting”).


     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 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 the Brimstone Share Trust of 387 831 Brimstone ordinary
         shares at a price of R17.00 per Brimstone ordinary share, being the closing price of Brimstone
         ordinary shares on 31 December 2014, at a total value of R6 593 127; and
     -   the repurchase by the Company from the Brimstone Share Trust of 3 835 621 Brimstone “N” ordinary
         shares at a price of R16.50 per Brimstone “N” ordinary share, being the closing price of Brimstone “N”
         ordinary shares on 31 December 2014, at a total value of R63 287 746.50.

     The Specific Repurchase represents 0.9% of the Brimstone ordinary shares currently in issue and 1.6% of
     the Brimstone “N” ordinary shares currently in issue, respectively.

     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.


     After the Specific Repurchase, nil Brimstone ordinary shares and 39 637 389 Brimstone “N” ordinary
     shares will be held as treasury shares respectively.


3.   The impact of the Specific Repurchase on financial information

     The impact of the Specific Repurchase has been investigated and the board can confirm that the
     implementation of the Specific Repurchase has no impact on the financial information of Brimstone,
     other than reducing the share capital of the Company. The Specific Repurchase will be done with no cash
     flow implications other than those to cover the expenses.
     Brimstone’s issued ordinary shares will decrease by 387 831 ordinary shares and Brimstone’s issued “N”
     ordinary shares will decrease by 3 835 621 “N” ordinary shares.
4.   Salient dates and times

     The salient dates and times for the Specific Repurchase are as follows:


                                                                                                     2015

      Record date to determine which Brimstone shareholders are                         Friday, 6 February
      eligible to receive the circular together with the notice of
      general meeting
      Circular posted to shareholders on                                            Wednesday, 11 February
      Last day to trade to be entitled to attend, participate and                      Friday, 27 February
      vote at the general meeting
      Record date to be entitled to attend, participate and vote at                        Friday, 6 March
      the general meeting
      Forms of proxy to be received by 10:00 on                                            Monday, 9 March
      General meeting to be held at 10:00 on                                           Wednesday, 11 March
      Results of general meeting to be released on SENS on                             Wednesday, 11 March
      Cancellation and delisting of 387 831 ordinary shares and                           Friday, 20 March
      3 835 621 “N” ordinary shares on or 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.   Circular
     A circular proposing the Specific Repurchase, which includes full details of the Specific Repurchase as
     required by the JSE Listings Requirements, will be posted to shareholders today.



Cape Town

11 February 2015

Investment Bank and Sponsor
Nedbank Capital

Attorneys
Cliffe Dekker Hofmeyr Inc

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