BRIMSTONE INVESTMENT CORPORATION LIMITED - The acquisition of Milpark Education Proprietary Limited ("Milpark") and a subsequent asset-for-share transaction

The acquisition of Milpark Education Proprietary Limited ("Milpark") and a subsequent asset-for-share 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”)

VOLUNTARY ANNOUNCEMENT REGARDING THE ACQUISITION OF MILPARK EDUCATION PROPRIETARY LIMITED
(“MILPARK”) AND A SUBSEQUENT ASSET-FOR-SHARE TRANSACTION

1.    Acquisition of Milpark

      Shareholders are referred to the announcement released by Brimstone on SENS on 13 October 2017 (the “Initial
      Announcement”). The Initial Announcement stated, in summary, that Brimstone and Stadio Holdings Limited
      (“STADIO”), acting through a newly incorporated private company, Milpark Investments SPV Proprietary Limited
      (“Milpark SPV”), in which Brimstone has an effective interest of 30%, had concluded an agreement to acquire
      100% of the issued share capital of MBS Education Investments Proprietary Limited (“MBS Education”) (the
      “Acquisition”). MBS Education is an investment holding company holding 100% of the issued shares of Milpark.

      The Acquisition has now become unconditional and was implemented on Monday, 19 March 2018.

2.    Asset-for-share transaction

      Shareholders are further advised that Brimstone has entered into an asset-for-share agreement with STADIO in
      terms of which Brimstone will sell 17.2% in Milpark SPV to STADIO for approximately R50.9 million (the
      “Consideration”) in exchange for STADIO ordinary shares (“STADIO Shares”) (the “Transaction”). The
      Consideration is the cost of Brimstone’s effective 17.2% interest in Milpark SPV. Brimstone will retain a 12.8%
      interest in Milpark SPV post the Transaction.

      The Consideration will be settled by STADIO issuing 9,781,273 STADIO Shares to Brimstone at the 30 trading day
      volume weighted average price of STADIO Shares immediately prior to Tuesday, 20 March 2018 (which was
      R6.50 per STADIO Share), less a 20% discount, amounting to an issue price of R5.20 per STADIO Share.

      The STADIO Shares issued to Brimstone in terms of the Transaction, will be subject to a BEE lock-in period of
      7 years.

      The Transaction will continue to entrench the long-term strategic relationship between Brimstone and STADIO,
      as announced by the parties on 15 September 2017.

      The Transaction falls below the categorisation thresholds of the JSE Limited Listings Requirements and has been
      disclosed on a voluntary basis.

      Shareholders are also referred to the announcement released by STADIO today, setting out additional details of
      the Transaction.


22 March 2018
Cape Town

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking

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