To view the PDF file, sign up for a MySharenet subscription.

BRIMSTONE INVESTMENT CORPORATION LIMITED - A proposed specific repurchase, details of the annual general meeting and no change statement

Release Date: 10/04/2018 12:18
Code(s): BRT BRN     PDF:  
Wrap Text
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

Date: 10/04/2018 12:18:00 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.

Share This Story