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A Proposed Specific Repurchase, Availability of Integrated Report, No Change Statement and Notice of AGM
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, AVAILABILITY OF INTEGRATED REPORT, NO CHANGE
STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
Specific Repurchase
1. Introduction
Brimstone has in place a share incentive plan known as the Brimstone Investment Corporation Limited
Forfeitable Share Plan ("FSP"), in terms of which employees and executive Directors ("Participant/s")
have an opportunity to receive Ordinary and "N" Ordinary shares in the Company through the award of
performance shares and/or bonus shares ("Forfeitable Shares").
Shareholders are advised that the board of Brimstone proposes a specific repurchase of vested
Forfeitable Shares from Participant/s ("the Specific Repurchase"), at the Company's annual general
meeting ("AGM") to be held at 10:30 on Monday, 27 May 2024.
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 by Septen Investments Proprietary Limited, a wholly
owned subsidiary of Brimstone, through the repurchase of vested Forfeitable Shares from
Participants for cash.
2.2. The maximum number of Forfeitable Shares to be repurchased in respect of the Specific
Repurchase will not exceed 1 584 910 Ordinary shares and 834 256 "N" Ordinary shares, being
the number of Forfeitable Shares that may vest in February 2025, and representing 3.97% and
0.37% of the Company's current issued Ordinary and "N" Ordinary share capital respectively.
2.3. The exact Specific Repurchase price cannot be determined at this stage as the value of the
shares in 2025 is unknown, however, the price will be based on the volume weighted average
price of Brimstone Ordinary and "N" Ordinary shares traded on the JSE over the 30 business
days prior to the date of vesting of the Forfeitable Shares and will not be at a premium or a
discount, as agreed in writing between the Company's wholly owned subsidiary and the relevant
Participant/s.
2.4. Following the Specific Repurchase, the repurchased Forfeitable Shares will be held as treasury
shares by the Company's wholly owned subsidiary and would be subsequently issued by the
FSP for settlement of new awards made by the FSP.
2.5. After the Specific Repurchase, 3 237 285 Ordinary and 17 580 677 "N" Ordinary shares will be
held as treasury shares.
2.6. 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 for the year
ended 31 December 2023.
3. Impact of the Specific Repurchase on financial information
3.1. The maximum Specific Repurchase price cannot be determined at this stage, however based
on an indicative value of R4.97889 per Brimstone Ordinary share and R4.62408 per Brimstone
"N" Ordinary share (being the VWAP of Brimstone Ordinary and "N" Ordinary shares traded on
the JSE over the 30 business days up to and including 5 April 2024), the maximum Specific
Repurchase price would be approximately R7 891 091.32 and R3 857 663.10 for Brimstone
Ordinary and "N" Ordinary shares respectively.
3.2. The Company's cash balance will decrease in the 2025 financial year by the aggregate Specific
Repurchase price as a result of the Specific Repurchase. The repurchased Forfeitable Shares
will continue to be held as treasury shares and there will be no change to the financial
information.
No change statement
Further to Brimstone's reviewed condensed consolidated financial results for the year ended 31 December
2023 published on SENS on 6 March 2024 ("Reviewed Results"), the integrated report for the year ended
31 December 2023 and notice of AGM were dispatched to shareholders on 24 April 2024. The audited
consolidated annual financial statements forming part of the integrated report contain no modifications to
the Reviewed Results.
The audited consolidated annual financial statements forming part of the integrated report, is available on
the Company's website at https://www.brimstone.co.za/investor-relations/results-reports/ and on the JSE
Cloudlink at https://senspdf.jse.co.za/documents/2024/jse/isse/BRT/IAR2023.pdf .
Notice of AGM
Notice is hereby given that the AGM of Brimstone shareholders, to be conducted entirely by electronic
communication, will be held at 10:30 on Monday, 27 May 2024 to transact the business as stated in the
notice of AGM forming part of the integrated report.
Shareholders or their duly appointed proxy(ies) who wish to participate in the AGM via electronic
communication ("Participant(s)") must either
1. register online using the online registration portal at https://meetnow.global/za; or
2. apply to Computershare, by delivering the duly completed electronic participation form to: First Floor,
Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, or posting it to Private Bag X9000, Saxonwold,
2132 (at the risk of the Participant), or sending it by email to proxy@computershare.co.za so as to be
received by Computershare by no later than 10:30 on Thursday, 23 May 2024.
The electronic participation form can be found as an insert to the Notice of AGM.
Salient dates and times
The salient dates and times for the Specific Repurchase and the AGM are as follows:
Record date for determining which shareholders are entitled to receive the Friday, 19 April 2024
notice of AGM
Notice of AGM distributed to shareholders on Wednesday, 24 April 2024
Last day to trade to be eligible to attend, participate and vote at the AGM Tuesday, 14 May 2024
Record date to attend, participate and vote at the AGM Friday, 17 May 2024
Forms of proxy to be lodged by 10:30 on Thursday, 23 May 2024
AGM to be held at 10:30 on Monday, 27 May 2024
Results of AGM to be released on SENS on or about Monday, 27 May 2024
Specific Repurchase to be effected on or about Friday, 30 May 2025
Cape Town
24 April 2024
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 24-04-2024 04:00:00
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