| Tue 17 Jul 2012, 7:05 | | BRIMSTONE INVESTMENT CORPORATION LD - ANNOUNCEMENT REGARDING THE DISPOSAL OF 4 500 000 LIFE HEALTHCARE GROUP HOLDINGS LIMITED (LIFE HEALTHCARE) SHARES |
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BRT BRN
ANNOUNCEMENT REGARDING THE DISPOSAL OF 4 500 000 LIFE HEALTHCARE GROUP HOLDINGS LIMITED (LIFE HEALTHCARE) SHARES
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)
ANNOUNCEMENT REGARDING THE DISPOSAL OF 4 500 000 LIFE HEALTHCARE GROUP
HOLDINGS LIMITED (LIFE HEALTHCARE) SHARES
1. Introduction
Brimstone shareholders are advised that the Company, through its wholly-owned subsidiary,
Septen Investments (Proprietary) Limited, has disposed of 4 500 000 Life Healthcare ordinary
shares (Life Healthcare shares) at an average price of R31.02 per share on the open market, for
a total consideration of R139.6 million (the Transaction).
The Transaction has resulted in Brimstone decreasing its shareholding in Life Healthcare from
5.47% to 5.03%. The effective date of the Transaction is Thursday, 12 July 2012.
2. Rationale for the Transaction
Brimstone decided to dispose of a portion of its shareholding in Life Healthcare (approximately
8% of its holding) to realise some of the value created by the increase in the share price of Life
Healthcare since its listing on the JSE. As a result, Brimstone has diversified its asset base by
converting the value of the Life Healthcare shares into cash, which, together with its funding
facilities, will be available to take advantage of new investment opportunities. Brimstone does
not intend to sell any additional Life Healthcare shares for the foreseeable future.
3. Consideration and application of proceeds
The total consideration for the Transaction is R139.6 million (R138.9 million net of transaction
costs) (the Proceeds) and the Proceeds will be utilised to fund potential investment
opportunities.
4. Conditions precedent
The Transaction is not subject to any conditions.
5. Unaudited pro forma financial effects of the Transaction (Financial Effects)
Based on Brimstone's audited results for the year ended 31 December 2011 (Results), the
Financial Effects of the Transaction on Brimstone's earnings per share (EPS), headline EPS
(HEPS), diluted EPS and diluted HEPS are set out below. The financial effects on Brimstone?s
net asset value per share and net tangible asset value per share have not been disclosed as
these are not significant.
2
The Financial Effects are prepared for illustrative purposes only, and because of its nature, may
not give a fair presentation of Brimstone's financial position or the effect and impact of the
Transaction. The Financial Effects are the responsibility of Brimstone's board of directors. The
accounting policies of Brimstone have been used in calculating the Financial Effects.
Before the After the Change
Transaction(1) Transaction %
EPS (cents)
- Basic 184.8 199.4 7.9
- Diluted 158.3 170.8 7.9
HEPS (cents)
- Basic 176.3 190.8 8.2
- Diluted 151.0 163.5 8.3
Weighted average number of shares in
issue (000?s) 243 878 243 878 -
Notes:
1. Based on Brimstone?s Results.
2. In calculating the Financial Effects on EPS, HEPS, diluted EPS and diluted HEPS, it was assumed that the
Transaction was implemented on 1 January 2011 for statement of comprehensive income purposes.
3. The EPS, HEPS, diluted EPS and diluted HEPS figures were adjusted for the following:
a. Gain on disposal of investment of R46.1 million.
b. Reduction in dividends received of R3.8 million in respect of shares disposed of.
c. Increase in taxation due to the Transaction amounting to R6.8 million.
6. Categorisation of the Transaction
The Transaction is categorised as a Category 2 transaction in terms of the JSE Listings
Requirements.
17 July 2012
Cape Town
Investment Bank and Sponsor
Nedbank Capital
Date: 17/07/2012 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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