RARE HOLDINGS LIMITED - Results of the Section 41(3) Shareholder Approval

Results of the Section 41(3) Shareholder Approval

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

RESULTS OF THE SECTION 41(3) SHAREHOLDER APPROVAL


1.   Shareholders are referred to the announcement released on
     SENS on 19 March 2014 pertaining to the update on the
     claw-back offer, the conclusion of an addendum to the
     underwriting agreement and the posting of a revised
     circular relating to section 41(3) shareholder approval
     (“the   Update   Announcement”).  Terms   used   in   this
     announcement shall bear the same meanings as in the Update
     Announcement.

2.   The Revised Section 41(3) Circular posted to shareholders
     on 24 March 2014, contained a special resolution in terms
     of section 41(3) of the Companies Act which the board of
     directors of the Company proposed to shareholders to vote
     on in terms of section 60 of the Companies Act in order to
     obtain their approval to enable the Company to issue the
     Claw-Back Shares, the voting power of which will exceed
     30% of the total voting power of all the shares held by
     RARE shareholders immediately before the implementation of
     the Revised Claw-Back Offer.

3.   The Revised Section 41(3) Circular provides for a 20
     business day period during which RARE shareholders are
     entitled to vote on the special resolution contained
     therein and which period expires on Wednesday, 23 April
     2014. Shareholders are, however, advised that, as at the
     date of this announcement, 86.04% of the total votes able
     to be exercised on the special resolution has been
     received by the Company’s transfer secretaries and,
     accordingly, the requisite number of votes necessary to
     adopt the special resolution has been received.
     Consequently, the Company will be empowered to issue 25
     million shares (equating to more 30% of the total issued
     share capital of the Company) for purposes of the Revised
     Claw-Back Offer.

4.   A detailed announcement relating to full terms of the
     Revised Claw-Back Offer will be released in due course.

Johannesburg
27 March 2014

Transaction Advisor and Designated Advisor: PSG Capital
Proprietary Limited

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