| Thu 5 Aug 2010, 11:17 | | BRT/BRN - Brimstone Investment Corporation Limited - Unbundling Finalisation |
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BRT BRN
BRT
BRT/BRN - Brimstone Investment Corporation Limited - Unbundling Finalisation
Announcement
Brimstone Investment Corporation Limited
(Registration number 1995/010442/06)
(Incorporated in the Republic of South Africa)
ISIN Number: ZAE000015277 Share Code: BRT
ISIN Number: ZAE000015285 Share Code: BRN
("Brimstone" or the "Company")
UNBUNDLING FINALISATION ANNOUNCEMENT
1 Introduction
Holders of ordinary shares and "N" ordinary shares in Brimstone ("Brimstone
shares") ("Brimstone shareholders") are referred to the announcement
published on SENS on Tuesday, 22 June 2010 ("the announcement") and the
circular dated Monday, 28 June 2010 ("the circular"), setting out details
of, inter alia:
* a series of transactions undertaken and/or to be undertaken by
Brimstone, Mvelaphanda Group Limited ("Mvela Group") and various
entities controlled by Mvela Group and Brimstone (the "Restructure");
and
* the proposed unbundling by Brimstone of all of the shares held
directly by it in Health Strategic Investments Limited ("Health") on
Friday, 20 August 2010, constituting 39.55% of the issued ordinary
share capital of Health, to Brimstone shareholders (the "Unbundling").
2 Conditions precedent to the Restructure and the Unbundling
In terms of the announcement and the circular, various conditions precedent
in relation to the Restructure and the Unbundling had to be implemented by
no later than 5 August 2010. Brimstone shareholders are now advised that
all conditions precedent as set out in the announcement and the circular
have been fulfilled and that the Restructure and Unbundling are now
unconditional. The Unbundling will be implemented in accordance with the
timetable published in the circular.
3 Unbundling ratio
Brimstone will distribute the 109 646 136 Health ordinary shares held
directly by it to its shareholders by way of a distribution in specie and a
reduction in
Brimstone`s reserves in terms of section 90 of the Companies Act, 1973 and
section 46 of the Income Tax Act, 1962.
Brimstone shareholders registered as such on Friday, 20 August 2010
("Record Date"), will receive 40 Health ordinary shares for every 100
Brimstone shares held. The last day to trade in Brimstone shares on the
exchange operated by the JSE Limited in order to participate in the
Unbundling is Friday, 13 August 2010.
Cape Town
5 August 2010
Investment bank and sponsor Legal advisors
Nedbank Capital Edward Nathan Sonnenbergs
Independent reporting accountants Transaction communications advisor
Deloitte & Touche College Hill
Independent sponsor Structuring adviser
Deutsche Securities (SA) (Proprietary) Limited Rand Merchant Bank
Date: 05/08/2010 11:17:08 Produced by the JSE SENS Department.
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information disseminated through SENS.
