RARE HOLDINGS LIMITED - Finalisation announcement in respect of the claw-back offer

Finalisation announcement in respect of the claw-back offer

RARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2002/025247/06
Share Code: RAR    ISIN: ZAE000180626
(“the Company” or “RARE”)

FINALISATION ANNOUNCEMENT IN RESPECT OF THE CLAW-BACK OFFER

1.     INTRODUCTION

1.1    Shareholders are referred to the announcement published
       on SENS on 3 April 2014 in terms of which shareholders
       were advised that the Company will proceed with the
       Claw-Back Offer in terms of which it will issue 25
       million ordinary shares in the authorised share capital
       of RARE (“Claw-Back Shares”) for a subscription price
       R6.00 (six rand) per Claw-Back Share to Doculate
       Investments (Pty) Limited (“Doculate”) in the ratio of
       1.39762 Claw-Back Share for every 1 RARE share held.

1.2    Shareholders are advised that the Claw-Back Offer has
       been approved by the JSE Limited (“JSE”) and that all
       conditions precedent in respect of the Claw-Back Offer
       have been fulfilled.

1.3    The Claw-Back Offer will not include the right for
       shareholders to apply for excess shares.

2.    IMPORTANT DATES AND TIMES

      The salient dates and times of the Claw-Back Offer are as
      follows:
                                                           2014

      Declaration announcement released on
      SENS on                                  Thursday, 3 April

      Finalisation announcement released on
      SENS                                         Monday, 7 April

      Last day to trade in RARE Shares in
      order to qualify to participate
      in the Claw-Back Offer (cum
      Entitlement) on                         Thursday, 10 April

      Listing of Claw-Back Shares and issue
      to Underwriter                              Friday, 11 April

      Listing of Letters of Allocation on
      the JSE under the JSE code RARN
      and ISIN ZAE000189726 at commencement
      of trading on                               Friday, 11 April

      RARE Shares commence trading ex-Claw-
                                                  Friday, 11 April
      Back Rights on the JSE at
      commencement of trading on

      Claw-Back Offer Circular, Revised
      Listing Particulars and Form of
      Instruction posted to Shareholders,
      where applicable, on                        Monday, 14 April

      Record Date for participation in the
      Claw-Back Offer at the close of trade
      on                                        Thursday, 17 April

      Dematerialised Shareholders’ accounts
      at their CSDP or broker automatically
      credited with their Entitlement on         Tuesday, 22 April

      Certificated Shareholders’
      Entitlements will be credited to an
      account held with the Transfer
      Secretaries                                Tuesday, 22 April

      Claw-Back Offer opens at commencement
      of trading on                              Tuesday, 22 April

      Last day to trade in Letters of
      Allocation on the JSE on                Wednesday 30, April

      Trade in Claw-Back Offer Shares
      commences on                                   Friday, 2 May

      Record date for Letters of Allocation
      on                                              Friday 9 May

      Claw-Back Offer closes – payments to
      be made and Form of Instruction in
      respect of Letters of Allocation
      lodged by Certificated Shareholders
      by 12:00 (see note 5) on                       Friday, 9 May

      Dematerialised Shareholders’ accounts
      updated with Claw-Back Shares to the
      extent accepted and debited with the
      relevant costs by their CSDP or
      broker and new RARE share
      certificates posted to Certificated
      Shareholders (see note 5) on                  Monday, 12 May

      Results of Claw-Back Offer
      announcement released on SENS on or
      about                                         Monday, 12 May

Notes:

1. Dematerialised Shareholders are required to notify their duly appointed
   CSDP or broker of their acceptance or otherwise of the Claw-Back Offer
   in the manner and time stipulated in the agreement governing the
   relationship between such Shareholder and their CSDP or broker.

2. All times indicated are South African times unless otherwise stated.

3. Share certificates may not be dematerialised or rematerialised between
   Friday, 11 April 2014 and Thursday 17 April 2014 (both days inclusive).

4. The CSDP or broker accounts of Dematerialised Shareholders will be
   automatically credited with new RARE Shares to the extent to which they
   have accepted the Claw-Back Offer.    RARE share certificates will be
   posted, by registered post at the Shareholders’ risk, to Certificated
   Shareholders in respect of the Claw-Back Shares which have been
   accepted.

5. CSDPs or brokers effect payment in respect of Dematerialised
   Shareholders on a delivery versus payment method.

3.   CLAW-BACK OFFER CIRCULAR

     A circular containing full details of the Claw-Back Offer
     will be posted to shareholders on or about 14 April 2014.


Johannesburg
7 April 2014

Transaction Advisor and Designated Advisor: 
PSG Capital Proprietary Limited

Date: 07/04/2014 11:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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