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Brimstone Investment Corporation Limited - Terms of the claw-
back offer
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`)
Terms of the claw-back offer
1. Introduction
1.1. It was announced on the Securities Exchange News Service
(`SENS`) of the JSE Securities Exchange South Africa (`JSE`)
on 11 March 2005 that Brimstone would proceed with a claw-back
offer to raise R110 083 771 through the subscription by Rand
Merchant Bank, a division of FirstRand Bank Limited (`RMB`)
for 100 076 155 Brimstone `N` ordinary shares (`offer shares`)
at R1.10 per offer share. Brimstone shareholders would
thereafter have the right to acquire their pro rata portion of
the offer shares.
1.2. A claw-back offer effectively amounts to a fully
underwritten reverse rights offer. The claw-back offer
proceeds are paid to the issuer, in this case Brimstone by one
investor, in this case RMB, against the allotment of new
shares in the issuer.
1.3. The claw-back offer affords Brimstone shareholders the
opportunity to claw back the offer shares thus allotted
through an entitlement to subscribe for the offer shares from
RMB in proportion to their existing shareholdings, or to sell
or renounce their rights. Offer shares not acquired pursuant
to the claw-back offer will be retained by RMB.
2. Terms of the claw-back offer
Brimstone is offering for subscription, by way of
renounceable rights, to Brimstone shareholders and/or
their renouncees, a total of 100 076 155 offer shares at a
price of R1.10 per offer share payable in full on
acceptance by certificated shareholders, or on a delivery
versus payment basis by the Central Securities Depository
Participant (`CSDP`) or broker of dematerialised
shareholders, in the ratio of 75 offer shares for every
100 Brimstone `N` ordinary shares and/or Brimstone
ordinary shares (`Brimstone shares`) held on Friday 13 May
2005.
The offer price of R1.10 per offer share is at a discount
of approximately 90 cents to the closing price of the
Brimstone `N` ordinary shares traded on the JSE on 19
April 2005. The price of the offer shares was based on
the average of the 3-month and 6-month volume weighted
average price of Brimstone `N` ordinary shares at mid-
December 2004. This was R1.22 and a normal discount of
approximately 10% was applied thereto. The time period
was selected because of the relative illiquidity of the
Brimstone shares.
Upon issue, the offer shares will rank pari passu in all
respects with the existing issued Brimstone `N` ordinary
shares.
3. Approvals outstanding
Approvals from the JSE and the Registrar of Companies in
South Africa (`Registrar`) are still outstanding.
4. Salient dates
The salient dates in respect of the claw-back offer are
reflected in the table below. Any changes to these dates
will be published on SENS and in the press.
2005
Subscription by RMB for the new Tuesday 22 March
Brimstone shares
Last day to trade in Brimstone `N` Friday 6 May
ordinary shares and Brimstone
ordinary shares in order to
participate in the claw-back offer
Listing of letters of allocation on Monday 9 May
the JSE
Brimstone `N` ordinary shares and Monday 9 May
Brimstone ordinary shares commence
trading ex-rights on the JSE
Record date for participation in the Friday 13 May
claw-back offer
Claw-back offer opens at 09:00 on Monday 16 May
Claw-back offer circular posted to Monday 16 May
Brimstone shareholders
Last day to trade letters of Friday 27 May
allocation on the JSE
Offer shares listed and trading Monday 30 May
therein on the JSE commences
Claw-back offer closes at 12:00 on Friday 3 June
(see note 1)
Record date for letters of allocation Friday 3 June
Results of claw-back offer announced Monday 6 June
on SENS
Offer shares issued Monday 6 June
Dematerialised shareholders` safe Monday 6 June
custody accounts updated and accounts
debited by CSDP or broker, and
certificates posted to certificated
shareholders
Results of the claw-back offer Tuesday 7 June
announced in the press
Notes:
1. Dematerialised shareholders are required to inform their
CSDP or broker of their instructions in terms of the claw-
back offer in the manner and time stipulated in the
agreement governing the relationship between the
shareholder and their CSDP or broker.
2. Share certificates may not be dematerialised or
rematerialised between Monday 9 May 2005 and Friday 13
May 2005, both days inclusive.
3. The above dates and times are subject to change. Where
required, changes will be published on SENS and in the
South African press.
4. Dematerialised shareholders will have their safe custody
accounts at their CSDP automatically credited with their
rights and certificated shareholders will have their
rights credited to a safe custody account at
Computershare Nominees.
5. CSDPs effect payment in respect of dematerialised
shareholders on a delivery versus payment method.
5. Further announcement
A further announcement will be published on SENS and in
the press on or about 29 April 2005.
Sandton
21 April 2005
Merchant bank and transactional sponsor
Rand Merchant Bank
(a division of FirstRand Bank Limited)
Corporate Finance
Sponsor
Nedbank Capital
(a division of Nedbank Limited)
Legal adviser
Hofmeyr Herbstein & Gihwala Inc.
Independent reporting accountants
Deloitte & Touche
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