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Firm intention to repurchase all the ordinary shares in the issued share capital and withdrawal of cautionary
BRIKOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/013247/06)
JSE share code: BIK ISIN: ZAE000101945
("Brikor" or "the Company")
FIRM INTENTION OF AN OFFER BY BRIKOR LIMITED TO REPURCHASE ALL THE
ORDINARY SHARES IN THE ISSUED SHARE CAPITAL OF BRIKOR (OTHER THAN
THOSE HELD BY THE EXCLUDED SHAREHOLDER) IN TERMS OF A SCHEME OF
ARRANGEMENT AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the cautionary announcement released on SENS on 27 May
2026.
Brikor shareholders ("Shareholders") are advised that the board of directors of Brikor
("Board") has resolved to propose a scheme of arrangement ("Scheme") in terms of
section 114(1)(e), read with section 115, of the Companies Act, No. 71 of 2008 as
amended ("Companies Act"), between Brikor and its Shareholders (other than Nikkel
Trading 392 Proprietary Limited) ("Excluded Shareholder"), in terms of which the
ordinary shares of the remaining shareholders in Brikor ("Scheme Shares") will be
repurchased by Brikor at 17 cents per Brikor ordinary share ("Offer"). Subsequent to the
Scheme becoming operative, Brikor shares are to be delisted from the JSE in terms of
paragraph 1.8(d) of the JSE Listings Requirements ("Delisting").
The Offer constitutes an "affected transaction" as defined in section 117(1)(c)(iii) of the
Companies Act and, as such, is regulated by the Companies Act and the Takeover
Regulations and is regulated by the Takeover Regulation Panel ("TRP").
Accordingly, the terms of the Offer that will be made to shareholders of Brikor are set out
in this firm intention announcement ("Announcement").
The purpose of this Announcement is to, inter alia, notify Brikor Shareholders of the Offer
and the Delisting and to advise them of the salient terms and conditions thereof.
2 RATIONALE FOR THE SCHEME
In the current operating environment of Brikor and given the illiquidity of the Brikor Shares,
the Board is of the opinion that Brikor no longer warrants a listing on the JSE as it can no
longer justify the costs and administrative burden of a listing relative to its benefits.
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3 TERMS AND CONDITIONS OF THE SCHEME
3.1 Scheme Participants and Scheme Consideration
The participants in the Scheme shall be all the registered holders of Scheme
Shares, as reflected in the securities register of Brikor on the record date for
participation in the Scheme (which record date shall be specified in the Scheme
Circular), excluding the Excluded Shareholder (the "Scheme Participants").
Brikor shall make an offer to repurchase all of the remaining ordinary shares in
Brikor save for the ordinary shares in Brikor held by the Excluded Shareholder,
being a maximum of 116 155 810 shares for a cash offer consideration of 17 cents
per Brikor ordinary share for a total maximum Scheme Consideration of
R19 746 488 ("Scheme Consideration").
The Scheme must be approved by a special resolution of the Shareholders in terms
of section 115(2)(a) of the Companies Act, which requires approval by at least 75%
of Shareholders present or represented by proxy at a general meeting.
Settlement of the Scheme Consideration will be implemented in accordance with
the terms of the Scheme without regard to any lien, right of set-off, counterclaim or
other analogous right to which Brikor may otherwise be, or claim to be, entitled
against any Shareholder which holds Scheme Shares.
The Scheme will be implemented on the issuance of a compliance certificate by the
TRP in terms of section 119(4) of the Companies Act.
3.2 Cash Confirmation
Brikor has, in accordance with Regulations 111(4) and 111(5) of the Takeover
Regulations, provided the TRP, to its satisfaction, with an irrevocable unconditional
guarantee in the amount of R19 746 488 issued by Nedbank Limited, in respect of
the Scheme Consideration payable in terms of the Scheme.
4 SCHEME CONDITIONS
4.1 The implementation of the Scheme is subject to the fulfilment of the following
conditions precedent (each a "Scheme Condition"), namely that by not later than
17:00 on Monday, 30 November 2026:
4.1.1 all approvals, consents or waivers from those South African regulatory
authorities as may be necessary in relation to the Scheme (excluding the
issuance of the compliance certificate per section 119(4)(b) of the Companies
Act by the Takeover Regulations Panel) are obtained on an unconditional
basis or, to the extent that any such regulatory approvals, consents or waivers
are obtained subject to any condition or qualification, Brikor confirms in writing
that the condition or qualification is acceptable to it, which confirmation shall
not be unreasonably withheld or delayed;
4.1.2 the Delisting is proposed in terms of paragraph 1.8(d) of the Listings
Requirements;
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4.1.3 all necessary Shareholder approvals and/or resolutions as may be necessary
to give effect to the Scheme have been obtained, including, but not limited to,
a special resolution to approve the Scheme in terms of section 115(2) read
with section 114 of the Companies Act ("Scheme Special Resolution"). The
Scheme Special Resolution is required to be approved by Shareholders,
excluding the Excluded Shareholder ("Eligible Shareholders"), by at least 75%
of the votes. At the general meeting, sufficient persons of the Eligible
Shareholders, in aggregate, being at least 25% of all the voting rights that are
entitled to be exercised on the Scheme, must vote.
4.1.4 in the event of the provisions of section 115(3)(a) of the Companies Act
becoming applicable:
(i) approval of the implementation of the Scheme Special Resolution by
the Court is obtained in terms of section 115(5)(a) of the Companies
Act; and
(ii) Brikor not treating the Scheme Special Resolution as a nullity as
contemplated in section 115(5)(b) of the Companies Act.
4.2 The Scheme Conditions are regulatory in nature and shall not be capable of being
waived.
4.3 Shareholders are hereby advised of their Appraisal Rights in terms of section 164
of the Companies Act, the full provisions of which will be contained in the Circular.
4.4 Whilst not a condition precedent for the implementation of the Scheme, but a
statutory requirement in terms the Companies Act, the Scheme will not be
implemented until a compliance certificate is obtained from the TRP in accordance
with section 119(4)(b), read with section 121(b) of the Companies Act.
5 DISTRIBUTION OF SCHEME CIRCULAR
Brikor will issue a circular containing full terms and conditions of the Scheme and
containing a notice to convene a general meeting of Shareholders to consider, and if
appropriate, approve the Scheme. The circular will further include the Independent
Expert Report, the opinion and recommendation of the Independent Board and the
pertinent dates relating to the Scheme and necessary forms to give effect to the Scheme
("Scheme Circular").
The Scheme Circular is expected to be distributed to Brikor Shareholders within
20 business days after the date of this Announcement or such longer period as may be
allowed by the TRP in terms of Regulation 102(2)(b) of the Companies Regulations 2011.
6 ARRANGEMENT, AGREEMENTS AND UNDERTAKINGS [TO BE CONFIRMED]
There are no arrangements, agreements or undertakings between Nikkel Trading 392
Proprietary Limited, Brikor, and any director of Brikor or any person who was a director
of Brikor in the previous 12 months, or any shareholder of Brikor or any person who was
a shareholder of Brikor in the previous 12 months, that is material to the Offer.
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7 OPINIONS AND RECOMMENDATIONS OF INDEPENDENT BOARD
The Brikor Board has constituted an independent board of directors comprising Allan
Pellow, Steve Naudé, and Mamsy Mokate as required in terms of the Companies Act
and Regulations ("Independent Board"). The directors constituting the Independent
Board are independent in accordance with Regulation 108 of the Companies Act
Regulations. The independence of each director has been duly assessed by the board,
including with reference to the rebuttable presumptions set out in Regulation 108(8), and
none are conflicted as contemplated therein. The Independent Board has appointed
AcaciaCap Advisors Proprietary Limited, an independent expert, to provide the
Independent Board with external advice to inform its assessment of the Offer and to
make the necessary recommendations for the benefit of Offer Shareholders. The opinion
of the Independent Expert will be detailed in the Scheme Circular to be distributed to
Brikor Shareholders.
8 DELISTING
Pursuant to the implementation of the Scheme, the listing of all the Brikor shares on the
AltX Board of the JSE will be terminated.
9 DIRECTORS RESPONSIBILITY STATEMENT
The Independent Board:
• accepts full responsibility for the accuracy of the information contained in this
Announcement;
• confirms that, to the best of its knowledge and belief, the information contained
in this Announcement is true and correct; and
• confirms that this Announcement does not omit anything likely to affect the
importance of the information disclosed.
10 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Pursuant to the release of this Announcement, Shareholders are advised that they no
longer need to exercise caution when dealing in Brikor shares.
26 June 2026
Nigel
Designated Adviser
Exchange Sponsors
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Date: 26-06-2026 07:30:00
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