RARE HOLDINGS LIMITED - Update on Claw-Back Offer, Conclusion of Addendum to Underwriting Agreement and Posting of Revised Circular

Update on Claw-Back Offer, Conclusion of Addendum to Underwriting Agreement and Posting of Revised Circular

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

UPDATE ON CLAW-BACK OFFER, CONCLUSION OF ADDENDUM TO THE
UNDERWRITING AGREEMENT AND POSTING OF REVISED CIRCULAR
RELATING TO SECTION 41(3) SHAREHODLERS APPROVAL

1.  INTRODUCTION

1.1.  Shareholders are referred to the announcement released on SENS on 
      19 February 2014 pertaining to a claw-back offer (“the Claw-Back 
      Offer”), the conclusion of the Underwriting Agreement and the 
      posting of a circular relating to section 41(3) shareholder approval 
      (“the Section 41(3) Circular”) (“the Initial Announcement”).

1.2.  Shareholders are advised that subsequent to the Initial Announcement 
      and posting of the Section 41(3) Circular, the Company made a decision
      to increase the capital to be raised through the Claw-Back Offer from 
      R120 000 000 to R150 000 000 (“the Revised Claw-Back Offer”), due to 
      the Company’s increased working capital requirements as a result of 
      faster than expected growth in the HDPE pipe manufacturing division, 
      Rare Plastics.

2.  CLAW-BACK OFFER

    In pursuance of the Revised Claw-Back Offer the Company will now offer 
    25 000 000 shares (“the Claw-Back Shares”) at the previously determined 
    subscription price of R6.00 per Claw-Back Share, in the ratio of 1.39762 
    Claw-Back Shares for every 1 ordinary RARE share held at the close of 
    trade on the applicable record date to be determined.

3.  ADDENDUM TO UNDERWRITING AGREEMENT

3.1   The Underwriting Agreement was amended by way of an addendum concluded 
      between, inter alia, RARE and Doculate Investments Proprietary Limited 
      (“Doculate” or “the Underwriter”) on 18 March 2014 (“Addendum”).

3.2   In terms of the Addendum, the Underwriter will still fully underwrite 
      the Revised Claw-Back Offer and the Claw-Back Shares may still be clawed
      back by shareholders from Doculate in terms of the Revised Claw-Back Offer.

3.3   The Underwriting Agreement, including the Addendum thereto, remains subject
      to standard conditions precedent applicable to agreements of this nature.

4.  POSTING OF REVISED CIRCULAR RELATING TO SECTION 41(3) SHAREHOLDER 
    APPROVAL

4.1   In terms section 41(3) of the Companies Act, No. 71 of 2008, as amended 
      (“the Companies Act”), an issue of shares in a transaction, or a series 
      of integrated transactions, requires approval of the shareholders by 
      special resolution if the voting power of the class of shares that are 
      issued or issuable as a result of the transaction or series of integrated 
      transactions will be equal to or exceed 30% of the voting power of all 
      the shares of that class held by shareholders immediately before the 
      transaction or series of transactions.

4.2   As more than 30% of the Company’s issued share capital will be issued to 
      Doculate in terms of the Addendum (as part of the Revised Claw-Back Offer), the approval of
      RARE shareholders by way of a special resolution is required.

4.3   The board of directors of the Company has, accordingly, proposed a special 
      resolution, to be circulated and voted on in writing, in terms of section 
      60 of the Companies Act, in order to obtain the requisite shareholder 
      approval necessary to enable it to successfully pursue the Revised Claw-
      Back Offer (“Revised Section 41(3) Circular”).

4.4   The Revised Section 41(3) Circular will be posted to shareholders on or 
      about Monday, 24 March 2014.

5.  Further information

    A further announcement regarding the full terms of the Revised Claw-Back 
    Offer will be made in due course.



Johannesburg
19 March 2014

Transaction Advisor and Designated Advisor: PSG Capital Proprietary Limited

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