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BRIMSTONE INVESTMENT CORPORATION LIMITED - Announcement regarding the acquisition of additional Oceana shares

Release Date: 26/06/2019 16:21
Code(s): BRT BRN     PDF:  
Wrap Text
Announcement regarding the acquisition of additional Oceana 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 ACQUISITION OF ADDITIONAL OCEANA SHARES

1.   Introduction and details

     Brimstone shareholders are referred to the announcement released on SENS on 24 January 2019
     regarding the acquisition by Brimstone of 8 000 000 Oceana Group Limited (“Oceana”) ordinary shares
     (“Oceana Shares”) from Tiger Brands Limited (“Tiger Brands”) (the “Initial Transaction”).

     Shareholders are now advised that Newshelf 1064 RF Proprietary Limited (“Newshelf 1064”), a wholly
     owned subsidiary of Brimstone, has entered into a conditional but binding agreement to acquire a
     further 1 500 000 Oceana Shares (“Additional Oceana Shares”) from Tiger Consumer Brands Limited
     (“TCB”), a wholly owned subsidiary of Tiger Brands (the “Transaction”).

     The Transaction represents approximately 1.11% of the total Oceana Shares currently in issue and will
     increase Brimstone’s shareholding in Oceana from 22.88% to 23.99%.

     The effective date of the Transaction will be the first business day after the date of fulfilment of the last
     condition precedent as set out in paragraph 5 below, which is anticipated to be by no later than 17h00
     on Thursday, 11 July 2019 (the “Effective Date”). The Additional Oceana Shares will be transferred to
     Brimstone against payment of the purchase consideration set out in paragraph 4 below.

2.   Overview of Oceana

     Oceana’s core business is the catching, processing, marketing and distribution of canned fish, fishmeal,
     fish oil, lobster, horse mackerel, squid and hake. The business includes mid-water fishing (horse
     mackerel), deep-sea trawling (hake), and inshore fishing for pelagic fish (anchovy, Gulf Menhaden,
     redeye herring and pilchard). In addition, Oceana provides refrigerated warehouse facilities and
     logistical support services.

     Further information on Oceana can be accessed on www.oceana.co.za.

3.   Rationale for the Transaction

     Brimstone has been invested in Oceana for 23 years and continues to believe in the future of Oceana
     and Brimstone considers it important to further strengthen Oceana’s B-BBEE credentials.

4.   Purchase consideration

     The consideration payable for the Transaction (the “Purchase Consideration”) will be R104 896 800,
     which is based on R69.9312 per Oceana share, being the 10-day volume weighted average price of an
     Oceana Share up to and including 25 June 2019.

     The Additional Oceana Shares will be purchased ex the dividend declared by Oceana on 9 May 2019.

     The Purchase Consideration will be settled by Newshelf 1064 from available facilities and additional
     funding to the extent required.

5.   Conditions precedent

     The Transaction is subject to the fulfilment of the following conditions precedent:

     5.1   the board of directors of Brimstone and Newshelf 1064 and the investment committee of
           Brimstone authorising the Transaction;

     5.2   to the extent required, Newshelf 1064 obtaining the requisite approvals from the JSE Limited
           (“JSE”) and/or any other regulatory authority for the implementation of the Transaction, or, if not
           required, Newshelf 1064 confirming same in writing to TCB; and

     5.3   Newshelf 1064 informing TCB in writing that it has secured such equity funding and/or debt
           funding as it may require in order to fund the payment by Newshelf 1064 of the Purchase
           Consideration.

6.   Net assets and attributable profits

     The net asset value of the Transaction is R51.3 million and the share of net profit after tax attributable
     to the Transaction is R3.3 million, based on Oceana’s unaudited interim results for the six months ended
     31 March 2019, which were prepared in accordance with International Financial Reporting Standards.

7.   Categorisation of the Transaction

     In terms of the “aggregation” provisions of the JSE Listings Requirements, the Transaction has been
     aggregated with the Initial Transaction and is classified as a Category 2 transaction in terms of JSE Listings
     Requirements. Accordingly, no shareholder approval is required.

8.   Cautionary announcement

     Shareholders are referred to the Brimstone cautionary renewal announcement released on SENS on 5
     June 2019 and are advised that the cautionary announcement is unrelated to the Transaction disclosed
     in this announcement and therefore remains in place.


26 June 2019
Cape Town

Investment bank, corporate advisor and sponsor
Nedbank Corporate and Investment Banking

Legal advisor
Cliffe Dekker Hofmeyr Inc

Date: 26/06/2019 04:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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