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Sale of a portion of Brimstone’s investment in Oceana Group Limited
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)
SALE OF A PORTION OF BRIMSTONE'S INVESTMENT IN OCEANA GROUP LIMITED
1. Introduction
Brimstone shareholders are advised that, on 3 December 2025 (Signature Date), Brimstone and
its wholly-owned subsidiary Newshelf 1063 (RF) Proprietary Limited (Seller) entered into a share
sale agreement (Sale Agreement) to dispose of a portion of its investment in Oceana Group
Limited (Oceana), comprising 11,950,000 Oceana shares (Sale Shares) to Marine Edge Capital
Proprietary Limited (Purchaser or Marine Edge) at a price of R53.00 per Sale Share for a total
purchase consideration of R633.4 million (subject to possible adjustment, if applicable, as
contemplated in paragraph 4.2.1 below) (Purchase Consideration) (the Sale or Proposed
Transaction).
2. Rationale and use of proceeds
Further to the strategic review undertaken by the board of directors of the Company (the Board) of
its investment portfolio regarding its long-term strategy, the Board has identified assets that it
believes can be disposed of at acceptable valuations without jeopardising this strategy, with
Oceana being one such asset. The Purchase Consideration will be applied to reduce Brimstone's
funding obligations in the near term.
3. Description of Oceana and the Purchaser
3.1. Oceana is a global fishing and food processing company with a strong, experienced
management team and business that operates across the full value-chain which includes
catching or procuring, processing, distributing and selling.
3.2. Marine Edge Capital Proprietary Limited is a 51% B-BBEE owned South African-based
company operated by a consortium active within the fishing industry, including Silverfin Fishing
Company and Blue Fin Investments Proprietary Limited.
4. Salient terms of the Sale Agreement
4.1. There are no conditions precedent applicable to the Sale and it will be implemented and take
effect on the 5th business day after the Signature Date, expected to be on or about 10
December 2025 (Closing Date).
4.2. On 24 November 2025, Oceana announced the details of its final dividend in respect of its
financial year ended 30 September 2025 (the FY25 Dividend) on the basis that the "last day
to trade" for participating in such FY25 Dividend is Friday, 19 December 2025 and if this date
occurs –
4.2.1. prior to or on the Closing Date, the Sale Shares shall be sold ex the entitlement, with
the FY25 Dividend accruing to the Seller, provided that the Purchase Consideration
shall be reduced by an amount equal to the quantum of the FY25 Dividend accruing to
the Sale Shares; or
4.2.2. after the Closing Date, the Sale Shares shall be sold cum the entitlement with the FY25
Dividend accruing to the Purchaser, and no adjustment to the Purchase Consideration
shall apply.
4.3. The Seller has undertaken not to voluntarily dispose of its remaining shareholding in Oceana
(Retained Shares) for a period of 6 months from the Closing Date (Retention Period).
4.4. If the Seller wishes to sell any of the Retained Shares in the 12 months following the Retention
Period, the Seller will, prior to concluding the disposal:
4.4.1. offer the Retained Shares to the Purchaser on terms determined by the Seller; or
4.4.2. invite the Purchaser to make an offer to the Seller,
failing which the Seller shall be free to dispose of the Retained Shares on terms and conditions
no more favourable than were offered to or by Marine Edge.
4.5. If the Purchaser submits a proposal in terms of paragraph 4.4.2 above which cannot be
immediately accepted by the Seller but which the latter is prepared to pursue, then the parties
shall negotiate the terms of this proposal within 15 business days of the proposed offer notice,
failing which the Seller shall be free to dispose of the Retained Shares.
5. Representations and warranties
5.1. The Purchaser warrants, represents and undertakes, to and in favour of Brimstone that:
5.1.1. at the Closing Date, the Purchaser shall have been constituted such that it is not less
than 51% black owned in terms of the Broad-Based Black Economic Empowerment
Act, No. 53 of 2003; and
5.1.2. such minimum black ownership level shall be maintained for a period of not less than
2 years following the Closing Date.
5.2. The Sale Agreement contains further representations and warranties by the parties in favour
of one another which are standard for transactions of this nature.
6. Financial information
6.1. The value of the net assets (representing the equity accounted carrying amount) and the profit
attributable to the net assets that are the subject of the Sale are R1 033.8 million and
R42.1 million, respectively (Financial Information).
6.2. The Financial Information has been extracted from Brimstone's unaudited interim results for
the six months ended 30 June 2025, which were prepared in accordance with the JSE Listings
Requirements for interim results and the applicable requirements of the South African
Companies Act.
6.3. The Financial Information is the responsibility of the directors of Brimstone and has not been
reviewed or reported on by the Company's auditors.
6.4. Shareholders are also referred to the voluntary quarterly intrinsic net asset value disclosure
announcement released by Brimstone on SENS on 14 November 2025, which discloses that
the market value per Sale Share at 30 September 2025 was approximately R49.50.
7. Categorisation
The Proposed Transaction is classified as a Category 2 transaction in terms of the JSE Listings
Requirements, involves no related parties and is accordingly not subject to shareholder approval.
Brimstone is classified in the General Segment of the JSE.
Cape Town
4 December 2025
Joint Investment Bank and Corporate Advisor, and Transaction Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Joint Investment Bank and Corporate Advisor
The Standard Bank of South Africa Limited
Legal Advisor
Cliffe Dekker Hofmeyr Inc.
Date: 04-12-2025 01:00:00
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