BRIMSTONE INVESTMENT CORPORATION LIMITED - Proposed disposal of 3.37% interest in Life Healthcare - Results of General Meeting

Proposed disposal of 3.37% interest in Life Healthcare - Results of General Meeting

Brimstone Investment Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number 1995/010442/06
ISIN Number: ZAE000015277 Share Code: BRT
ISIN Number: ZAE000015285 Share Code: BRN
(“Brimstone” or the “Company”)

PROPOSED DISPOSAL OF BRIMSTONE’S 3.37% SHAREHOLDING IN LIFE HEALTHCARE GROUP HOLDINGS LIMITED
RESULTS OF GENERAL MEETING

1. Background

   Shareholders are referred to the announcements published by Brimstone on SENS on 31 August 2020 and 18 September 2020 regarding the proposed disposal of the
   Company’s 49 497 807 (3.37%) ordinary shares in Life Healthcare Group Holdings Limited in six instalments, at a premium to the current share price, against settlement of
   a loan from Nedbank Group Limited in the amount of R1.348 billion (being capital plus accrued interest) (“Disposal”). Unless otherwise defined, terms used in this
   announcement are as per those defined in the circular to Brimstone shareholders dated 18 September 2020 (“Circular”)

2. Results of General Meeting

   Shareholders are advised that at the general meeting of Brimstone shareholders held on Monday, 19 October 2020 (in terms of the Circular and the accompanying notice
   of general meeting dated 18 September 2020) (“General Meeting”), the resolutions put to shareholders were passed by the requisite majority, and the voting results were
   as follows:

     Resolution                                 Number of shares voted               Percentage of shares                      For**                                Against**                       Abstained***
                                                                                           in issue*                            %                                      %                                 %
                                                                                               %
                                         Ordinary shares         “N” ordinary        Ordinary        “N”        Ordinary        “N”          Total      Ordinary        “N”         Total      Ordinary        “N”
                                                                   shares             shares      ordinary       shares       ordinary      shares       shares       ordinary     shares       shares       ordinary
                                                                                                   shares                      shares                                  shares                                 shares
      Ordinary      Resolution        1:   2 396 307 300         155 260 756         60.10%       67.91%         100.00%     100.00%       2 551 568 056       -          -            -          0.08%        0.01%
      Approval of the Disposal in terms                                                                                                    
      of     the      JSE       Listings
      Requirements
      Ordinary Resolution 2: Signing       2 396 307 300         155 260 756         60.10%        67.91%        100.00%     100.00%       2 551 568 056       -          -            -          0.08%        0.01%
      authority                                                                                                                            
   *     Based on 3 987 414 600 ordinary votes (representing 39 874 146 ordinary shares in issue) and 228 639 962 “N” ordinary votes (representing 228 639 962 “N” ordinary shares in issue) at the date of the
   General Meeting. Brimstone ordinary shares carry 100 votes per ordinary share and “N” ordinary shares carry 1 vote per “N” ordinary share.
   ** In relation to the total number of ordinary shares and “N” ordinary shares voted at the General Meeting.
   *** In relation to the total number of ordinary shares and “N” ordinary shares in issue at the date of the General Meeting.


   Based on the above voting results, all resolutions were passed by the requisite majority of Brimstone shareholders present in person or represented by proxy at the
   General Meeting, thus allowing the Brimstone board of directors to elect to Equity Settle the Zero Cost Collar, which will result in the Disposal. It remains the Board’s
   intention to pursue this election.

Cape Town
19 October 2020

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Independent Transaction Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited

Date: 19-10-2020 04:08:00
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