Brimstone Investment Corporation - N Shares (JSE:BRN) News - A proposed specific repurchase, no change statement, details of annual general meeting and annual compliance report

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, NO CHANGE STATEMENT, DETAILS OF ANNUAL
GENERAL MEETING AND ANNUAL COMPLIANCE REPORT

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 “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 10:00 on Monday, 30 May 2022.

    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

    The Specific Repurchase will effectively be implemented in terms of two annual Specific Repurchases,
    namely the 2022 Specific Repurchase and the 2023 Specific Repurchase and 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, as follows:

    2.1.   2022 Specific Repurchase

           2.1.1.   The maximum number of Forfeitable Shares to be repurchased in respect of the 2022
                    Specific Repurchase will not exceed 1 073 207 Forfeitable Shares, being the number
                    of Forfeitable Shares that vested in March 2022, and representing 0.48% of the
                    Company’s current issued “N” ordinary share capital; and

           2.1.2.   the exact Specific Repurchase price cannot be determined at this stage, however the
                    price will be based on the volume weighted average price of Brimstone “N” ordinary
                    shares traded on the JSE over the 30 business days prior to the date of the AGM 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.

    2.2.   2023 Specific Repurchase:

           2.2.1.   The maximum number of Forfeitable Shares to be repurchased in respect of the 2023
                    Specific Repurchase will not exceed 1 974 550 Forfeitable Shares, being the number
                    of Forfeitable Shares that may vest in February 2023, and representing 0.88% of the
                    Company’s current issued “N” ordinary share capital; and

           2.2.2.   the exact Specific Repurchase price cannot be determined at this stage as the value
                    of the shares in 2023 is unknown, however, the price will be based on the volume
                   weighted average price of Brimstone “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.

    2.3.   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.

    2.4.   After the Specific Repurchase, 14 050 423 “N” ordinary shares will be held as treasury shares.

    2.5.   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.

3. Impact of the Specific Repurchase on financial information

   The maximum Specific Repurchase price cannot be determined at this stage, however based on an
   indicative value of R7.74 per Brimstone “N” ordinary share (being the volume weighted average price
   of Brimstone “N” ordinary shares traded on the JSE over the 30 business days up to and including 13
   April 2022), the Specific Repurchase price would be as follows:

    3.1.   for the 2022 Specific Repurchase, the maximum Specific Repurchase price would be
           approximately R8 306 622; and

    3.2.   for the 2023 Specific Repurchase, the maximum Specific Repurchase price would be
           approximately R15 283 017.

    The Company’s cash balance will decrease in the 2022 and 2023 financial years 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 provisional condensed consolidated financial results for the year ended
31 December 2021 published on SENS on 29 March 2022 (“Reviewed Provisional Results”), the
integrated report for the year ended 31 December 2021 and notice of AGM were dispatched to
shareholders on 28 April 2022. The audited annual financial statements forming part of the integrated
report contain no material modifications to the Reviewed Provisional Results.

The integrated report, together with the audited consolidated annual financial statements and the
auditor’s unmodified audit opinion by Ernst & Young Inc., which contains the key audit matters, are
available on the Company’s website at https://www.brimstone.co.za/investor-relations/results-reports/ and
for inspection at Brimstone’s registered office, 1st Floor, Slade House, Boundary Terraces, 1 Mariendahl
Lane, Newlands.

Details of the AGM

The AGM of Brimstone shareholders will be conducted entirely by electronic communication at 10:00 on
Monday, 30 May 2022 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 must either 1. register online using the online registration portal at
https://meetnow.global/za; or 2. apply to Computershare Investor Services (Pty) Ltd (“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 shareholder), or sending it by email to proxy@computershare.co.za so as to be received by
Computershare by no later than 10:00 on Thursday, 26 May 2022. 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:
                                                                                                   2022
 Record date for determining which shareholders are entitled to receive the            Friday, 22 April
 notice of AGM
 Notice of AGM distributed to shareholders on                                        Thursday, 28 April
 Last day to trade to be eligible to attend, participate and vote at the AGM            Tuesday, 17 May
 Record date to attend, participate and vote at the AGM                                  Friday, 20 May
 Forms of proxy to be lodged by 10:00 on                                               Thursday, 26 May
 AGM to be held at 10:00 on                                                              Monday, 30 May
 Results of AGM to be released on SENS on or about                                       Monday, 30 May
 Specific Repurchase to be effected on or about                                         Tuesday, 31 May

Annual compliance report

Shareholders are advised that the Company’s annual compliance report in terms of section 13G(2) of the
Broad-Based Black Economic Empowerment Amendment Act, No 46 of 2013, is available on the Company’s
website at https://www.brimstone.co.za/about/who-we-are/.

Cape Town
28 April 2022

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

Date: 28-04-2022 04:30:00
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