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RESULTS OF THE GENERAL MEETING AND DECLARATION 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: ZAE000092714
("the Company" or "RARE")
RESULTS OF THE GENERAL MEETING AND DECLARATION ANNOUNCEMENT IN
RESPECT OF THE CLAW-BACK OFFER
1. RESULTS OF GENERAL MEETING
Shareholders are referred to the circular regarding the
proposed claw-back offer (“the Claw-Back Offer”) dated 13 July
2012 detailing:
1.1 the waiver of any requirement that Mr Thembinkosi Siyolo
("Siyolo") and/or Doculate Investments (Pty) Limited
("Doculate"), the latter being wholly-owned nominee
company of Siyolo, to extend a mandatory offer to
minority shareholders in terms of section 123 of the
Companies Act no 71 of 2008 (“the Companies Act”), as
amended, that could be triggered as a result of the
implementation of the Claw-back Offer as detailed in
paragraph 2 below (“Waiver of the Mandatory Offer”);
1.2 the granting of an authority to the directors of the
Company in terms of section 41(3) of the Companies Act,
to allot and issue 1 250 000 000 authorised, but
unissued ordinary shares of no par value in the share
capital of the Company to Siyolo and/or Doculate at a
subscription price of 8 cents per share, which shares
will constitute more than 30% of the total voting
rights; and
1.3 the granting to the directors and company secretary, of
authority to do all such things necessary and sign all
documents required to implement the Claw-Back Offer as
detailed in paragraph 2 below,
(the authorities referred to in paragraphs 1.2 and 1.3
hereinafter referred to as “the required Claw-Back Offer
Authorities”).
Further to the above, shareholders are advised that all the
resolutions relating to the Waiver of the Mandatory Offer and
the required Claw-Back Offer Authorities were passed by the
requisite majority of shareholders present and voting, in
person or by proxy at the general meeting of RARE shareholders
held today, 17 August 2012.
2. INTRODUCTION TO THE CLAW-BACK OFFER
2.1 Shareholders are referred to the announcements on SENS
dated 25 June 2012 and 31 May 2012 in terms of which
shareholders were advised that the Company will pursue a
capital raising by way of the Claw-Back Offer in order
to recapitalise the Company.
2.2 The Company has entered into a subscription agreement
with Siyolo and Doculate in pursuance of the Claw-Back
Offer ("the Subscription Agreement").
2.3 Shareholders are advised that the Company will proceed
with a Claw-Back Offer of 1 250 000 000 new ordinary
shares (“Claw-Back shares”) to RARE shareholders
recorded in the register at the close of business on the
initial record date (as detailed in paragraph 3 below)
at a subscription price of 8 cents per Claw-Back share,
in the ratio of 232.01856 Claw-Back shares for every 100
RARE shares held.
2.4 The aforementioned subscription price represents a
discount of approximately 31% to the 30 day volume
weighted average share price of RARE as at 25 May 2012
(being the date the original subscription agreement was
entered into).
2.5 The implementation of the Claw-Back Offer is conditional
upon the approval thereof by the JSE Limited (“the
JSE”).
2.6 The Claw-Back Offer will not include the right for
shareholders to apply for excess shares.
3. SALIENT DATES AND TIMES
The salient dates and times of the Claw-Back Offer are as
follows:
2012
General meeting approving the waiver of
the Mandatory Offer at 10:00 (as per
circular to Shareholders dated 13 July
2012) Friday, 17 August
Declaration announcement released on SENS Friday, 17 August
Finalisation announcement released on
SENS Friday, 24 August
Last day to trade in RARE Shares in
order to qualify to participate in the
Claw-back Offer (cum Entitlement) on Friday, 31 August
Listing of Letters of Allocation on the
JSE under the JSE code RARN and ISIN
ZAE000168324 at commencement of trading
on Monday, 3 September
RARE Shares commence trading ex-Claw-
Back Entitlement on the JSE at
commencement of trading on Monday, 3 September
Listing of Claw-Back Shares Monday, 3 September
Issue of Claw-Back Shares to Subscriber Monday, 3 September
Record Date for participation in the
Claw-Back Offer at the close of trade on Friday, 7 September
Claw-Back Offer Circular and Form of
Instruction posted to Shareholders,
where applicable Monday,10 September
Claw-Back Offer opens at commencement of
trading on Monday, 10 September
Dematerialised Shareholders’ accounts at
their CSDP or broker automatically
credited with their Entitlement Monday, 10 September
Certificated Shareholders’ Entitlements
will be credited to an account held with
the Transfer Secretaries Monday, 10 September
Last day to trade in Letters of
Allocation on the JSE on Thursday,20 September
Trade in Claw-Back Offer Shares
commences Friday, 21 September
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, 28 September
Record Date for Letters of Allocation Friday, 28 September
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, 1 October
Results of Claw-Back Offer announcement Monday, 1 October
released on SENS on or about
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 Monday, 3 September 2012 and
Friday, 7 September 2012, both days inclusive.
4. The CSDP/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 Offer Shares which have been
accepted.
5. CSDPs or brokers effect payment in respect of
Dematerialised Shareholders on a delivery versus payment
method.
4. PRO FORMA FINANCIAL EFFECTS OF THE CLAW-BACK OFFER
4.1 The pro forma financial effects of the Claw-Back
Offer on RARE are based on the unaudited results for
the 6 months ended 31 December 2011, the preparation
of which is the responsibility of the directors.
4.2 The pro forma financial information should be read
in conjunction with the independent reporting
accountant’s report thereon as set out in Annexure 2
to the Claw-Back Offer Circular (as defined in
paragraph 5 below).
4.3 The unaudited pro forma financial information has
been prepared for illustrative purposes only to
provide information as to how the RARE Claw-Back
Offer might have impacted on the financial position
and results of RARE assuming that the Claw-Back
Offer had been implemented on 31 December 2011 for
purposes of the statement of financial position and
on 1 July 2011 for purposes of the statement of
comprehensive income.
4.4 The unaudited pro forma financial information has
been presented for illustrative purposes only and,
because of its nature, may not give a fair
reflection of RARE’s financial position and results
after the RARE Claw-Back Offer.
Before - After -
Unaudited Unaudited
6 months 6 months
ended ended
31 Dec 31 Dec
2011 2011 %
R R Change
Loss per ordinary Share -29.2 -5.2 82.23%
(cents)
Diluted loss per -29.2 -5.2 82.23%
ordinary Share (cents)
Headline loss per Share -23.8 -4.2 82.51%
from continuing
operations (cents)
Headline loss per Share -4.6 -0.9 81.03%
from discontinued
operations (cents)
Net asset value per 1.8 6.1 234.26%
Share (cents)
Net tangible asset value 1.3 6.0 360.02%
per Share (cents)
Number of ordinary 538 750 1 788 750 232.02%
Shares in issue (‘000)
Weighted average number 292 449 1 542 449 427.42%
of ordinary Shares in
issue (‘000)
Notes:
1. Extracted from the unaudited abridged results of RARE
Holdings for the 6 months ended 31 December 2011.
2. Basic earnings per Share and diluted earnings per Share
are based on the following assumptions:
- The interest rate on the R60 million used was the
prime overdraft lending rate per annum where as the
interest rate used on the remaining R40 million was at
20% per annum;
- A tax rate of 28 % was applied.
3. Weighted average number of Shares, being 1 542 449 000
Shares, was computed as if the issue was effected on 1
July 2011.
4. The following transaction costs (excluding VAT) have
been taken into account in the calculation of the
financial effect:
R’000
PSG Capital – Designated Advisor 450
Greenwoods Chartered Accountants – Reporting
Accountants 25
JSE – Documentation inspection fees 21
JSE – Listing fees 62
Doculate – Underwriting fee 1 000
Greymatter – Printing costs 58
Total 1 616
5. Net asset value per Share and net tangible value per
Share based on the assumption that the proceeds of R100
million was received.
6. For the purpose of calculating the net tangible asset
value per Share, intangible assets were excluded.
7. The interest saving as a result of the capital raising
is considered to be of a continuing nature. The effect
of transaction costs as detailed in note 4 will not be
of a continuing nature.
8. No taxation was provided on the interest saving as the
relevant entity’s assessed loss exceeds the interest
saving.
5. DOCUMENTATION
A circular containing full detail of the Claw-back Offer
will be posted to shareholders on 10 September 2012 (“the
Claw-Back Offer Circular”).
Johannesburg
17 August 2012
Designated Advisor: PSG Capital Proprietary Limited
Date: 17/08/2012 05:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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