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")
Announcement regarding the disposal by Brimstone of Keerom Street Chambers
("the property") as a going concern
1. Introduction
Further to the announcement relating to the disposal by Brimstone of the
major portion of its interest in Ocfish Holding Company Limited published in
the press on 21 November 2001 ("Ochold disposal"), Brimstone and Onshelf
Trading Fifty Six (Pty) Limited or Nominee ("Onshelf") have concluded an
agreement whereby Brimstone, subject to the fulfillment of the conditions
precedent contained below, ("conditions precedent") is to dispose of the
property as a going concern to Onshelf ("the disposal").
2. Terms of the disposal
Brimstone will dispose of the property to Onshelf for a purchase price of
R23 300 000 plus the attributable value-added tax ("the purchase price"), if
any.
Onshelf shall furnish Brimstone's Attorneys with a registered financial
institution guarantee for the full purchase price within 14 days of
fulfillment of the conditions precedent.
3. Rationale for the disposal
Brimstone is giving continual attention to the disposal or transferal of
remaining investments that do not in their present form or location accord
with their strategic focus. The directors of Brimstone have resolved that
property is no longer considered a core investment. Further, the property is
funded by a fixed interest rate loan, the rate being quite substantially
higher than current rates. The property remains cash and earnings neutral
to Brimstone, until the loan is repaid in five years time when the risks of
re-negotiating the lease must also be faced.
4. Financial effects of the disposal
The table below indicates the financial effects of the disposal based on the
unaudited published interim results for the six month period ended 31 March
2001:
Before the After Percentage change after
disposal the the disposal (%)
(cents) disposal
(cents)
Earnings per share (5,5) (5,8) N/A
Headline earnings per 1,2 1,3 9,5
share
Net asset value per 71,0 70,7 (0,4)
share
5. Conditions precedent
The disposal is subject, inter alia, to the fulfillment of the following
conditions precedent:
* that Onshelf obtains a mortgage bond from a recognized commercial bank or
financial institution on terms and conditions acceptable to it within 30
days of acceptance of the Agreement of Sale, signed on 28 November 2001
("the Agreement");
* that Onshelf shall within 14 days of acceptance of the Agreement:
* satisfy itself that the tenants are paying their rentals timeously;
* and the Managing Agents will make available to Oneshelf the latest rent
rolls and tenant receipt statements and any other relevant documentation
required by Onshelf in order to satisfy itself in this regard;
* the necessary regulatory approval being received by the JSE Securities
Exchange South Africa ("JSE"); and
* the approval by the Brimstone shareholders in general meeting.
6. Documentation
A circular, which is subject to the approval of the JSE, will be sent to
shareholders within 28 days of the date of this announcement. The circular
will contain combined details of the Ochold and the property disposal and
will incorporate a notice of general meeting to Brimstone shareholders.
Cape Town
30 November 2001
Sponsor
ENF Sponsors (Proprietary) Limited
(Registration number 2000/027636/07)
(A sponsor registered with the JSE Securities Exchange South Africa)
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