| Wed 17 Dec 2003, 17:15 | | DISPOSAL, CHANGE OF DATE OF THE GENERAL MEETING, |
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BRIMSTONE - DISPOSAL, CHANGE OF DATE OF THE GENERAL MEETING, DETAILS OF THE DATE
OF THE GENERAL MEETING, SEA HARVEST ACQUISITIONS AND FURTHER
CAUTIONARY 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")
DISPOSAL OF AN EFFECTIVE 23,8% INTEREST IN A&D SPITZ (PROPRIETARY) LIMITED
("SPITZ"), CHANGE OF DATE OF THE GENERAL MEETING CONVENED TO GIVE EFFECT TO THE
AMENDMENTS TO THE INCENTIVE SCHEME, DETAILS OF THE DATE OF THE GENERAL MEETING
CONVENED TO GIVE EFFECT TO THE LENCO AND SEA HARVEST ACQUISITIONS AND FURTHER
CAUTIONARY ANNOUNCEMENT
Introduction
Holders of ordinary shares and "N" ordinary shares in Brimstone ("Brimstone
shareholders") are advised that Brimstone has entered into an agreement to
dispose of its effective 23.8% equity interest in Spitz to The Next Step
Advisors (Proprietary) Limited ("Next Step"), which represents the interests of
Spitz"s existing management and Spitz"s wholly-owned subsidiary trading as Spitz
Investments for an aggregate consideration of R21,1 million (the "Disposal")
with effect from 31 December 2003. Further to this, Spitz will repay the loan
account owing to Brimstone of R612 250. The total amount of R21,7 million will
be settled on or about 22 December 2003.
Nature of business of Spitz
Spitz operates in the upper end of the retail footwear sector, with 19 retail
outlets in regional shopping centres.
Rationale for the Disposal
Spitz"s existing management approached Brimstone with a view to acquiring
Brimstone"s effective equity interest of 23,8% in Spitz. This proposal was found
to be opportune in light of Brimstone"s future investment strategies as the
funds generated from the Disposal could be applied to fund any intended
acquisitions.
Consideration
The consideration for the Disposal is R21,1 million, to be paid to Brimstone in
cash on or about 22 December 2003.
Financial effects
Based on the published consolidated unaudited results of Brimstone for the 6
months ended 30 June 2003, the pro forma financial effects of the Disposal on
Brimstone"s earnings, headline earnings, net asset value ("NAV") and tangible
NAV per share are set out below. The pro forma financial information has been
prepared for illustrative purposes only and because of its nature may not give a
true picture of Brimstone"s financial position and results of operations.
Per Brimstone Before the After the Percentage
ordinary share and Disposal (1) Disposal (2) Change
"N" ordinary share
(cents)
Earnings 7,4 18,8 (3) & 154,1%
(5)
Headline earnings 8,6 9,2 (3) 7,0%
NAV per share 124,7 139,1 (4) & 11,5%
(5)
Tangible NAV 121,0 135,4 (4) & 11,9%
(5)
Notes
Based on the published consolidated unaudited results of Brimstone for the 6
months ended 30 June 2003.
Based on the assumption that the Disposal was effected on 1 January 2003 for
income statement purposes and 30 June 2003 for balance sheet purposes.
Earnings and headline earnings have been adjusted to exclude the equity
accounted income attributable to Brimstone from Spitz for the six months ended
30 June 2003 of R442 200. Further to this, an adjustment was made to take into
account interest received on the Disposal consideration of R21,1 million and the
receipt of cash from the repayment of the loan account of R612 250 at the 6-
month deposit rate, compounded monthly, applicable on 1 January 2003.
Based on the assumption that the Disposal was effected on 30 June 2003 and
taking into account the profit on sale of Spitz of R17,2 million.
Provision for Capital Gains Tax has not been made as it is anticipated that
unutilised tax losses brought forward will absorb any capital gain arising from
the Disposal.
Conditions precedent
There are no outstanding conditions precedent relating to the Disposal.
Further cautionary announcement
Brimstone shareholders are referred to the further cautionary announcement dated
Friday, 5 December 2003 and are advised that this cautionary announcement
related to, inter alia, the Disposal. However, pending a further announcement in
regard to Business Venture Investments No 790 (Proprietary) Limited"s offer to
acquire the entire issued share capital of Afrox Healthcare Limited as set out
in the announcement dated Monday, 17 November 2003, shareholders are advised to
continue exercising caution when dealing in the Company"s securities until a
further announcement is made.
Change of date of the general meeting convened to give effect to the amendments
to the incentive scheme
Brimstone shareholders are advised that the general meeting of Brimstone
shareholders that was to be held on Monday, 22 December 2003 commencing at
10h00, at the River Club, Liesbeek Parkway, Observatory, Cape Town to give
effect to the amendments to the incentive scheme, details of which are set out
in the circular to the Brimstone shareholders dated Friday, 28 November, 2003,
will now be held on Monday, 29 December 2003 commencing at 10h00, at the same
venue.
The revised salient dates and times are as follows:
2003
Circular posted to Brimstone Friday, 28 November
shareholders on
Last day to lodge forms of proxy Wednesday, 24 December
for the general meeting, by 10h00
on
General meeting at 10h00, on Monday, 29 December
Results of general meeting Monday, 29 December
published on SENS on
Results of general meeting Tuesday, 30 December
published in the press on
Details of the date of the general meeting convened to give effect to the Lenco
and Sea Harvest acquisitions
Brimstone shareholders are referred to the circular to Brimstone shareholders
dated Friday, 12 December 2003, which sets out information regarding the Lenco
and Sea Harvest acquisitions and are advised that the general meeting of
Brimstone shareholders to give effect to the Lenco and Sea Harvest acquisitions
will be held at the River Club, Liesbeek Parkway, Observatory, Cape Town on
Monday, 29 December 2003 and will commence at 10h15, or immediately after the
conclusion of the Brimstone general meeting convened to give effect to the
amendments to the incentive scheme.
The revised salient dates and times are as follows:
2003
Circular posted to Brimstone Friday, 12 November
shareholders on
Last day to lodge forms of proxy Wednesday, 24 December
for the general meeting, by 10h15
on
General meeting at 10h15, or Monday, 29 December
immediately after the conclusion
of the Brimstone general meeting
convened to give effect to the
amendments to the incentive
scheme, as set out in the
circular to Brimstone
shareholders dated Friday, 28
November 2003, on
Results of general meeting Monday, 29 December
published on SENS on
Results of general meeting Tuesday, 30 December
published in the press on
Cape Town
17 December 2003
Investment bank and Corporate law Attorneys to
sponsor advisers to Brimstone regarding
Brimstone on the the incentive
Spitz disposal scheme
Nedbank Corporate Edward Nathan & Hofmeyr Herbstein &
Friedland Gihwala Inc.
Date: 17/12/2003 05:05:08 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
