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A proposed specific repurchase, details of the annual general meeting and no change statement
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”)
A proposed specific repurchase of Brimstone Ordinary and “N” Ordinary shares, details of the
annual general meeting and no change statement
Specific Repurchase
1. Introduction
Shareholders are advised that Brimstone intends proposing a specific repurchase of 2 031 030
Brimstone Ordinary shares and 2 029 848 “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 (“the Companies Act”) and the JSE Limited (“JSE”)
Listings Requirements, where applicable.
2. Terms of the Specific Repurchase
2.1. The Specific Repurchase will be effected through the repurchase of Ordinary and “N” Ordinary
shares by the Company from Septen as follows:
2.1.1. 2 031 030 Brimstone Ordinary shares at a price of R10.50 per Ordinary share, being the
closing price of Brimstone Ordinary shares on 19 March 2018, with a total value of
R21 325 815; and
2.1.2. 2 029 848 Brimstone “N” Ordinary shares at a price of R11.00 per “N” Ordinary share,
being the closing price of Brimstone “N” Ordinary shares on 19 March 2018, with a total
value of R22 328 328.
2.2. The Specific Repurchase represents 4.999% of Brimstone Ordinary shares in issue and 0.891%
of Brimstone “N” Ordinary shares in issue, respectively, as at the date of the notice of AGM.
2.3. The Brimstone Ordinary shares and “N” Ordinary shares to be repurchased in terms of the
Specific Repurchase are reflected as treasury shares in the consolidated annual financial
statements of Brimstone. Subsequent to the Specific Repurchase, application will be made to the
JSE for the cancellation and delisting of the 2 031 030 Ordinary shares and 2 029 848 “N”
Ordinary shares.
2.4. After the Specific Repurchase, 105 044 Brimstone Ordinary shares and 24 599 442 Brimstone “N”
Ordinary shares will be held as treasury shares respectively.
3. Impact of the Specific Repurchase on financial information
The impact of the Specific Repurchase has been investigated and as the Specific Repurchase
involves existing treasury shares, the board of directors 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.
Brimstone’s issued Ordinary shares will decrease by 2 031 030 Ordinary shares and Brimstone’s
issued “N” Ordinary shares will decrease by 2 029 848 “N” Ordinary shares.
Notice of AGM
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, is contained in the
notice of AGM which forms part of the Company’s integrated report.
No change statement
Further to Brimstone's reviewed preliminary condensed consolidated results for the year ended 31
December 2017 published on SENS on 6 March 2018, the integrated report for the year ended 31
December 2017 and notice of AGM was dispatched to shareholders on 9 April 2018. There were no
changes to the annual financial statements forming part of the integrated report.
The integrated report is also available on the Company’s website (www.brimstone.co.za).
Salient dates and times
The salient dates and times for the Specific Repurchase and the AGM are as follows:
2018
Last day to trade to be entitled to attend, participate and vote at the AGM Monday, 30 April
Record date to be entitled to attend, participate and vote at the AGM Friday, 4 May
Form of proxy to be received by 17:00 on Monday, 7 May
AGM to be held at 19:00 at Old Mutual Business School, Presentation Room, Wednesday, 9 May
West Campus Building, Jan Smuts Drive, Pinelands, Cape Town on
Results of the AGM to be released on SENS on Thursday, 10 May
Cancellation and delisting of 2 031 030 Ordinary shares and 2 029 848 “N” Friday, 18 May
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.
Cape Town
10 April 2018
Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking
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