Wrap Text
Partial disposal of Brimstone's indirect shareholding in Equites Property Fund - Opening of accelerated Bookbuild
Brimstone Investment Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number 1995/010442/06
ISIN Number: ZAE000015277 Share Code: BRT
ISIN Number: ZAE000015285 Share Code: BRN
(“Brimstone” or the “Company”)
PARTIAL DISPOSAL OF BRIMSTONE’S INDIRECT SHAREHOLDING IN EQUITES PROPERTY FUND - OPENING OF ACCELERATED BOOKBUILD
Not for publication, distribution or release, directly or indirectly, in or into the United States, Australia, Canada
or Japan or any other jurisdiction in which it is unlawful to do so. This announcement does not constitute or
form an offer of securities in the United States or any other jurisdiction in which it would be unlawful to do so.
1. Rationale for the Disposal
In light of the general economic uncertainty at present, the board of directors of Brimstone (“Board”) has undertaken
a strategic review of its investment portfolio having regard to its long-term strategy. The Board has identified assets
that it believes can be partially or fully disposed of at acceptable valuations without jeopardising this strategy. The
proceeds from these disposals will be applied to meet Brimstone’s funding obligations in the near to medium term,
which includes debt owing to the Bookrunners (defined below).
The disposal of a portion of Brimstone’s holding in Equites Property Fund Limited (“Equites”) (“Disposal”), held
through Brimstone's wholly-owned subsidiary, Newshelf 1331 (RF) Proprietary Limited ("Brimstone Subco"), is in
accordance with the outcome of this strategic review, and the Board is confident that it is a prudent course of action
to take at this time.
2. Information on Equites
Equites is a listed Real Estate Investment Trust (“REIT”) with a focus on owning and developing modern, well
located logistics properties let to A-grade tenants on long term leases. Equites is a leading owner and developer of
high-quality logistics assets in South Africa and the United Kingdom and is the only specialist logistics REIT listed
on the JSE Limited.
3. Opening of the Bookbuild
Brimstone proposes to dispose of up to 20 937 931 shares in Equites (“Bookbuild Shares”) through an accelerated
bookbuild process (“Bookbuild”), subject to pricing acceptable to Brimstone. The Bookbuild Shares amount to
approximately 60% of Brimstone’s holding in Equites, thereby reducing its shareholding in Equites from 5.68% to
c.2.27% post the completion of the Bookbuild.
The Bookbuild Shares will be offered to qualifying investors (as set out in greater detail in the disclaimer below)
through the Bookbuild, which opens with immediate effect and which will close today, 28 May 2020.
Pricing and allocations will be decided at the close of the Bookbuild. The price at which the Bookbuild Shares will
be placed are at the discretion of Brimstone, Nedbank Corporate and Investment Banking, a division of Nedbank
Limited and The Standard Bank of South Africa Limited, acting as joint bookrunners (“Bookrunners”) for the
Bookbuild, pursuant to a block trade agreement entered into between the Bookrunners and Brimstone Subco
("Placement Agreement").
Pricing and allocations will be announced as soon as is reasonably practicable following the closing of the Bookbuild.
The Bookrunners can be contacted using the contact details included below.
Cape Town
28 May 2020
Investment Bank, Corporate Advisor, Joint Bookrunner and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Carlyle Whittaker
carlylew@nedbank.co.za
+27 11 294 0061
Joint Bookrunner
The Standard Bank of South Africa Limited
Niki Quentin
niki.quentin@standardbank.co.za
+27 11 721 9738
Legal Advisor to the Company
Cliffe Dekker Hofmeyr Inc
Disclaimer:
The Bookbuild is being extended to qualifying investors, being investors to who may lawfully be permitted to participate
in the Bookbuild without having to file or register any offering or related documentation with any securities regulatory
Authority in any relevant jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase the
Bookbuild Shares in South Africa, including an offer to the public for the sale of, or the solicitation of an offer to buy,
shares as defined in the South African Companies Act, 2008 (“South African Companies Act”) and will not be
distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the
South African Companies Act. This announcement does not, nor is it intended to constitute a “registered prospectus”
as contemplated in the South African Companies Act.
In South Africa, the Bookbuild will not be an offer to the public as defined in the South African Companies Act and only
(i) persons falling within the exemptions set out in section 96(1)(a) of the South African Companies Act or (ii) persons
who propose to purchase, as principal, for shares at a total contemplated acquisition cost equal to or greater than
R1 000 000, as envisaged in section 96(1)(b), of the South African Companies Act, and in each case to whom any offer
to participate in the Bookbuild is specifically addressed (all such persons in (i) and (ii) being referred to as “Relevant
Persons”), will be entitled to apply for the Bookbuild Shares in the Bookbuild. Any investment activity to which this
announcement relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not
a Relevant Person should not act on this announcement or any of its contents.
This announcement does not, nor does it intend to, constitute any offering document relating to the Bookbuild.
Information made available in this announcement should not be considered as “advice” as defined in the South African
Financial Advisory and Intermediary Services Act, 2002, and nothing in the document should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States
including its territories and possessions, any State of the United States and the District of Columbia, Australia, Canada,
Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. The distribution of
this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document
or other information referred to herein comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is for information purposes only and shall not constitute or form part of an offer or solicitation of an
offer to purchase or subscribe for securities in the United States or any other jurisdiction. The Bookbuild is not to be
regarded as an offer or invitation to any person in any jurisdiction to the extent that any applicable legal requirement in
such jurisdiction has not been complied with or it is for any reason illegal or unlawful to make such an offer or invitation
in such jurisdiction.
The securities referred to herein (“Bookbuild Shares”) may not be offered to the public in any jurisdiction in
circumstances which would require the preparation or registration of any offering document relating to the Bookbuild in
such jurisdiction. The Bookbuild Shares may not be offered or sold to any persons in the United States. The Bookbuild
will be extended to qualifying institutional investors outside the United States in reliance on Regulation S under the
Securities Act of 1933 (“US Securities Act”). The offer and sale of the Bookbuild Shares have not been, and will not
be, registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject
to certain exceptions, the Bookbuild Shares referred to herein may not be offered or sold in Australia, Canada or Japan
or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will not be
any offer of Shares in the United States, Canada, Australia and Japan.
This announcement is for information purposes only and in member states of the European Economic Area (other than
the United Kingdom), is directed only at, and the Bookbuild will only be extended to, persons who are qualified investors
(as defined in article 2(1)(e) of EU directive 2003/71/EC ("Prospectus Directive") and the relevant implementing rules
and regulations adopted by each Member State). In the United Kingdom, this announcement is directed only at, and the
Bookbuild will only be extended to, the following persons: (i) investment professionals falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") or (ii) who fall within Article
49(2)(A) to(D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to
which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such
persons.
This announcement has been issued by and is the sole responsibility of Brimstone. No representation or warranty,
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the
Bookrunners or by any of their respective directors, officers, employees, advisers affiliates or agents as to, or in relation
to, the accuracy, completeness or verification of the information set forth in this announcement or any other written or
oral information made available to or publicly available to any interested party or its advisers, and any liability therefore
is expressly disclaimed and nothing contained in this announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the future. Neither the Bookrunners nor any of their respective
directors, officers, employees, advisers affiliates or agents accepts any responsibility for its accuracy, completeness or
verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they
might otherwise be found to have in respect of this announcement or any such statement.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the securities. No representation or warranty is made by Brimstone, Brimstone Subco or the Bookrunners
in connection with the Bookbuild, and any investment decision to buy securities in terms of the Bookbuild must be made
solely on the basis of publicly available information which has not been independently verified by the Bookrunners.
The Bookrunners are acting for Brimstone Subco, and no one else, in connection with the Bookbuild and will not be
responsible to anyone other than Brimstone Subco for providing the protections offered to clients of the Bookrunners or
for providing advice in relation to the Bookbuild.
The Bookbuild and the disposal of Bookbuild Shares pursuant thereto is subject to the Placement Agreement not having
lapsed or having been terminated in accordance with its terms.
Date: 28-05-2020 08:50:00
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