Ploughshare Investments Limited, IncuBev Limited, Brimstone Investment Corporation Limited (JSE:BRT), International Beer Breweries Ltd. and the executive management of Clover entered into an agreement to acquire Clover Industries Limited (JSE:CLR) from a group of sellers for ZAR 4.8 billion on February 4, 2019. Under the terms of the transaction, Ploughshare Investments Limited, IncuBev Limited, Brimstone Investment Corporation Limited (JSE:BRT), International Beer Breweries Ltd. and the executive management of Clover will pay a cash consideration of ZAR 25 per Clover share. As at the date of the agreement, management of Clover holds 12.3 million SARs, which SARs will be cash settled by Clover by not later than the scheme operative date at a price equivalent to the scheme consideration, totaling in the aggregate ZAR 112.8 million. Pursuant to the transaction, management of Clover will reinvest a portion of the proceeds they receive from the transaction and the cash settlement of certain of their share appreciation rights. Brimstone shareholders are advised that Brimstone has on April 11, 2019 entered into a backstop agreement with rest of the buyers and International Beer Breweries Limited to facilitate Brimstone's exit from its participation in the transaction. As a result, Brimstone will not be participating in the transaction, notwithstanding that it may, for a short period of time, hold an interest in Milco SA, the entity which is the “fake company created for the deal by the buyers. In terms of the back-stop agreement, International Beer Breweries Limited (or its affiliates) will facilitate Brimstone's exit by agreeing to acquire Brimstone's interest in Milco SA on December 31, 2019. In this regard, Brimstone shareholders are advised that Brimstone is currently in advanced negotiations with a potential replacement b-bbee shareholder which, if successful, could result in Brimstone exiting its entire shareholding in Milco SA before December 31, 2019. As on July 26, 2019, Brimstone Investment Corporation has secured a suitable replacement for itself for the deal. A consortium of investors comprising Khulasande Capital Global Capital Empowerment Fund and Ubisi Proprietary Limited have replaced Brimstone Investment Corporation as acquirers of the fake company Milco SA with respect to the transaction. The transaction will be funded from irrevocable, unconditional bank guarantees issued by Rand Merchant Bank, Nedbank Limited and HSBC Bank plc– Johannesburg Branch ("Banks") for an aggregate amount of ZAR 4.8 billion. Following the transaction, all the Clover shares will be delisted from the main board of the JSE and the Namibian Stock Exchange ("NSX"). In case of termination, Clover will pay the buyers a break fee equal to 1% of the scheme consideration. Buyers will retain the services of Clover Management.

The transaction is subject to the approval by majority shareholders of Clover and Brimstone, written consent having been obtained from the relevant counterparties, shareholders have not exercised appraisal, rights transaction having been unconditionally approved by the relevant competition authorities and the approval from the Takeover Regulation Panel. The transaction has been approved by the Independent Board of Clover and recommend to shareholders to vote in favor of the transaction. The buyers have received in aggregate irrevocable undertakings representing 48.5%. The directors of Clover have indicated that they intend to vote all Clover shares. As of July 19, Competition Commission of South Africa has recommended to the Competition Tribunal of South Africa that the Clover Scheme be approved subject to a number of conditions, including in particular, conditions relating to employment and local procurement which were part of the investment case for Milco SA. The conditions applicable to the implementation of the Clover Scheme are acceptable to both parties. Brimstone's share of the transaction costs in relation to its exit from the transaction are not expected to be material in relation to Brimstone's intrinsic net asset value. As of September 25, 2019, Competition Commission of South Africa has approved the transaction. As of September 26, 2019, all the conditions pending for the completion of the transaction were fulfilled. The scheme is expected to come into operation on October 14, 2019.

Rand Merchant Bank acted as financial advisor while ENSafrica acted as legal advisor to the buyers. Werksmans acted as legal advisor to Clover. PricewaterhouseCoopers Corporate Finance (Pty) Ltd. acted as the independent expert to the Independent Board of Clover. Nedbank Corporate and Investment Banking acted as financial advisor and Bernadt Vukic Potash & Getz acted as legal advisor to Brimstone. HSBC acted as financial advisor to Central Bottling Company, parent of International Beer Breweries Ltd. Computershare Investor Services (Proprietary) Limited acted as transfer agent to Clover.