BRIMSTONE INVESTMENT CORPORATION LD - Announcement regarding the unwinding of the 2005 Old Mutual empowerment transaction

Announcement regarding the unwinding of the 2005 Old Mutual empowerment transaction

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”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA OR JAPAN

ANNOUNCEMENT REGARDING THE UNWINDING OF THE 2005 OLD MUTUAL EMPOWERMENT
TRANSACTION PURSUANT TO WHICH 11 390 000 OLD MUTUAL plc (“OLD MUTUAL”) SHARES ARE
SOLD

1.    Introduction

      Brimstone shareholders are advised that the Company, through its indirect controlling
      beneficial interest in Brimstone Mtha UK SPV Limited (the “UK SPV”), has concluded a
      forward sale transaction with Citigroup Global Markets Limited relating to the disposal of
      11 390 000 Old Mutual ordinary shares (“Old Mutual shares”)(“forward sale transaction”).
      The forward sale transaction was concluded at a price of GBP2.27 (ZAR40.30) per Old
      Mutual share, for a total consideration of GBP25 858 539 (ZAR459 043 367). The GBP/ZAR
      exchange rate conversion was done at 17.7521.

      The effective date of the forward sale transaction was 21 April 2015 on the basis that the
      bulk of the proceeds that are receivable on 1 May 2015 will be used to settle the
      outstanding subscription price payable to Old Mutual in respect of the Old Mutual
      empowerment transaction that was concluded during 2005 (“Old Mutual BEE deal”).

2.    Rationale for the forward sale transaction

      The forward sale transaction pertains to the sale of a portion of the Old Mutual shares
      currently held by the UK SPV in terms of the Old Mutual BEE deal. The Old Mutual BEE deal
      matures on 1 May 2015 and the entering into of the forward sale transaction enables the
      UK SPV to settle the outstanding subscription price payable to Old Mutual in respect of all
      of the Old Mutual shares held by the UK SPV.

      Post the forward sale transaction, Brimstone will retain 5 564 350 Old Mutual shares.

3.    Consideration and application of proceeds

      The total consideration attributable to Brimstone for the forward sale transaction will be
      utilised as follows:

      3.1   payment to Old Mutual of GBP21 723 373 (ZAR385 635 487) to settle the outstanding
            subscription price on the Old Mutual shares on 1 May 2015;

      3.2   the surplus funds of GBP4 135 166 (ZAR73 407 880) will be retained by Brimstone;
            and
                                                                                                      2
      3.3   Brimstone will also receive the Old Mutual 2014 final dividend of GBP0.0625
            (ZAR1.11) payable to shareholders on 29 May 2015 on the shares subject to the
            forward sale transaction.

4.    Conditions precedent

      The forward sale transaction is not subject to any conditions precedent.

5.    Value of net assets and profit attributable to the forward sale transaction

      The value of the net assets that are the subject of the forward sale transaction is
      ZAR395 233 000 and the profit attributable to the net assets that are the subject of the
      forward sale transaction is ZAR62 502 314 before taxation and ZAR51 951 674 after
      taxation.

6.    Categorisation of the forward sale transaction

      The forward sale transaction is categorised as a Category 2 transaction in terms of the JSE
      Listings Requirements.

22 April 2015
Cape Town

Bookrunner                                          Sponsor
Citigroup Global Markets Limited                    Nedbank Capital

Legal advisor
Cliffe Dekker Hofmeyr Inc

This announcement is not for publication or distribution, directly or indirectly, in or into the
United States of America (including its territories and possessions, any state of the United States
and the District of Columbia). This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No public offering of securities is
being made in the United States.

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