RARE HOLDINGS LIMITED - Claw-Back Offer, Conclusion of Underwriting and Subscription Agreement and Posting of Circular

Claw-Back Offer, Conclusion of Underwriting and Subscription Agreement and Posting of 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")

CLAW-BACK OFFER, CONCLUSION OF UNDERWRITING AND SUBSCRIPTION
AGREEMENT AND POSTING OF CIRCULAR RELATING TO SECTION 41(3)
SHAREHOLDER APPROVAL

1.   CLAW-BACK OFFER

     Shareholders are advised that the Company intends to pursue 
     a fully underwritten claw-back offer (“the Claw-Back Offer”) 
     to raise up to R120 000 000 in order to settle the majority 
     of its current debts and to enhance the Company’s future 
     interest savings and profitability. In terms of the Claw-Back 
     Offer the Company will offer 20 000 000 shares (“Claw-Back 
     Shares”), at a subscription price of R6.00 per share, in the 
     ratio of 1.11810 Claw-Back Shares for every 1 ordinary RARE 
     share held at the close of trade on the applicable record date 
     to be determined.

2.   UNDERWRITING AND SUBSCRIPTION AGREEMENT

     2.1.   In pursuance of the Claw-Back Offer, the Company entered 
            into an underwriting and subscription agreement with Doculate 
            Investments Proprietary Limited (“Doculate”) on 18 February 
            2014 in terms of which (i) the Company will issue the Claw-
            Back Shares and (ii) Doculate will fully underwrite the Claw-
            Back Offer (“Underwriting Agreement”). Accordingly, the Claw-
            Back Shares may be clawed back by shareholders from Doculate 
            in terms of the Claw-Back Offer.

     2.2.   The Underwriting Agreement is subject to standard conditions 
            precedent applicable to agreements of this nature.

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

     3.1.   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.

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

     3.3.   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 Claw-Back Offer (“Section 41(3) Circular”).

     3.4.   The Section 41(3) Circular has been posted to RARE shareholders 
            today.

4.   Further information

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



Johannesburg
19 February 2014

Transaction Advisor and Designated Advisor: PSG Capital Proprietary Limited

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