Disposal of Investment in STADIO Holdings 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'')


DISPOSAL OF INVESTMENT IN STADIO HOLDINGS LIMITED


1.   Introduction

     Brimstone shareholders are advised that the Company has, on 2 October 2024, agreed with ThembiSA
     Fund 1 Proprietary Limited (through its wholly-owned subsidiary, ThembiSA InvestCo 2 Proprietary
     Limited), a verified black private equity fund which is managed by ThembiSA Equity Investments
     Proprietary Limited, a black private equity investment management company (collectively referred to
     as "ThembiSA" or the "Purchaser") to dispose of Brimstone's entire shareholding in STADIO Holdings
     Limited ("STADIO"), equating to 43 565 057 STADIO ordinary shares (the "Sale Shares"), which is
     indirectly held via its wholly-owned subsidiary, Newshelf 1404 Proprietary Limited, for a disposal
     consideration of R5.90 per Sale Share, which amounts to a total cash consideration of R257.0 million
     (the "Disposal").

2.   Description of STADIO

     STADIO is a company listed on the JSE Limited ("JSE"), servicing the needs of the higher education
     market in South Africa through its investment in three prestigious tertiary institutions, which collectively
     offer over 90 accredited programmes, from Higher Certificates to Doctorates.

3.   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 with regard to its long-term strategy, the Board has identified assets that it
     believes can be disposed of at acceptable valuations without jeopardising this strategy, with STADIO
     being one such asset.

     The proceeds from the Disposal will be mainly applied to meet Brimstone's funding obligations in the
     near to medium term.

4.   Terms and conditions of the Disposal

     4.1   Purchaser

           PSG Group Proprietary Limited ("PSG Group"), the ThembiSA Women's Empowerment Trust
           and other minority shareholders, all of whom are Black persons (apart from PSG Group), hold
           beneficial interests in the Purchaser. The Purchaser is not a 'related party', as defined in the
           JSE Listings Requirements, to Brimstone.

     4.2   The Disposal

           Brimstone acquired 78% of the Sale Shares as part of STADIO's Broad-Based Black Economic
           Empowerment private placement ("B-BBEE Placement") in 2017, with a further 22% acquired
           in 2018, through a share swap agreement (the "Share Swap Agreement") with STADIO.
           Brimstone was previously subject to a lock-in period in respect of the Sale Shares, as follows (i)
           78% until 4 December 2024; and (ii) 22% until 22 March 2025.

           In accordance with the terms of STADIO's B-BBEE Placement and the Share Swap Agreement,
           STADIO has approved the Disposal. The Purchaser has assumed the original lock-in
           arrangements.

           Accordingly, as there are no conditions relating to the Disposal, Brimstone sold, and the
           Purchaser purchased, the Sale Shares on 2 October 2024, when all risks and rewards of
           ownership of the Sale Shares were passed to the Purchaser.

5.   Financial information

     5.1   The value of the net assets and the profits attributable to the net assets that are subject to the
            Disposal are R212.0 million and R5.4 million respectively (the "Financial Information").

     5.2   The Financial Information has been extracted from Brimstone's unaudited interim results for the
           six months ended 30 June 2024, which were prepared in accordance with the requirements of
           the JSE Listings Requirements for interim results, and the requirements of the Companies Act
           of South Africa, applicable to financial statements. The Financial Information is the responsibility
           of the Board and has not been reviewed or reported on by the Company's auditors.

6.   Categorisation

     The Disposal is classified as a Category 2 transaction in terms of the JSE Listings Requirements and
     is accordingly not subject to shareholder approval.


Cape Town

2 October 2024

Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 02-10-2024 04:40:00

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