Try our mobile app

Distribution of Circular and Notice of General Meeting

Published: 2024-01-26 16:00:28 ET
<<<  go to JSE:BRT company page
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”)

DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
.
1. Introduction

   1.1 Brimstone ordinary and “N” ordinary shareholders (“Brimstone Shareholders”) are referred to
       the announcement released on the Stock Exchange News Service (“SENS”) on 22 January
       2024 (“Announcement”) by Brimstone.

   1.2 Unless expressly defined, capitalised terms herein have the meaning given to them in the
       Announcement.

   1.3 As stated in the Announcement, Brimstone Shareholders were advised that Sea Harvest, a
       54.4% held subsidiary of Brimstone, acting through its wholly owned subsidiaries, had entered
       into a share purchase agreement with Terrasan and Terrasan Beleggings, a wholly owned
       subsidiary of Terrasan, to acquire certain subsidiaries of Terrasan Beleggings engaged in the
       catching, processing and sale of pelagic fish, and in the farming, processing and sale of
       abalone, for a Purchase Consideration to be settled through cash and the issue of Sea Harvest
       ordinary shares to Terrasan, subject to the Conditions Precedent (the “Acquisition”).

2. Distribution of Circular and Notice of General Meeting

   2.1 A Circular containing the full details of the Acquisition has today been distributed to Brimstone
       Shareholders that were recorded as such on the shareholders’ register of the Company
       (“Register”) on Friday, 19 January 2024. The Circular also incorporates a Notice convening the
       General Meeting of Brimstone Shareholders.

   2.2 Accordingly, notice is hereby given that the General Meeting will be held at 14:00 on Monday,
       26 February 2024, to be conducted entirely through electronic participation, for the purpose of
       considering and, if deemed fit, passing with or without modification, the Resolutions contained
       in the Notice. Brimstone Shareholders are referred to the Notice of General Meeting which
       contains full information on proxies, attendance, participation and voting at the General
       Meeting.

   2.3 The Circular is available on Brimstone’s website at:
       www.brimstone.co.za /investor-relations/circulars/

3. Salient dates and times


                                                                                                 2024
 Notice record date, being the date on which a Brimstone Shareholder               Friday, 19 January
 must be recorded in the Register to be eligible to receive the Circular
 and Notice of General Meeting

 Circular and the Notice of General Meeting distributed to Brimstone               Friday, 26 January
 Shareholders and announced on SENS




                                                   1
 Last day to trade Brimstone Shares to be recorded in the Register to           Tuesday, 13 February
 vote at the General Meeting (see note 4 below)

 Voting Record Date to vote at the General Meeting                                 Friday, 16 February

 For administrative purposes, Forms of Proxy (blue) in respect of the           Thursday, 22 February
 General Meeting to be lodged at or received by the Transfer
 Secretaries by no later than 14:00

 Form of Proxy (blue) in respect of the General Meeting to be provided           Monday, 26 February
 to the chairperson of the General Meeting at the General Meeting,
 before the General Meeting is due to commence

 General Meeting to be held at 14:00                                             Monday, 26 February

 Results of the General Meeting released on SENS                                 Monday, 26 February

 Notes:
 1. All dates and times indicated above are South African Standard Time.
 2. The above dates and times are subject to amendment at the discretion of the Company. Any such
     amendment will be released on SENS.
 3. If the General Meeting is adjourned or postponed, Forms of Proxy (blue) submitted for the initial
     General Meeting will remain valid in respect of any adjournment or postponement of the General
     Meeting, unless the contrary is stated on such Form of Proxy (blue).
 4. Brimstone Shareholders should note that as trade in Brimstone Shares on the JSE is settled in
     the electronic settlement system used by Strate, settlement of trades takes place three business
     days after the date of such trade. Therefore, Brimstone Shareholders who acquire Brimstone
     Shares after close of trade on Tuesday, 13 February 2024 will not be eligible to attend, participate
     in and vote at the General Meeting.

Cape Town
26 January 2024

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




                                                   2