RAR - Rare Holdings Limited - Results of General Meeting and Waiver of

RAR - Rare Holdings Limited - Results of General Meeting and Waiver of          
requirement to make a Mandatory 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 GENERAL MEETING AND WAIVER OF REQUIREMENT TO MAKE A MANDATORY OFFER  
Shareholders are referred to the circular dated 14 April 2011 ("the circular")  
detailing:                                                                      
-    the waiver of any requirement that Stafric Investments and Management      
Services (Proprietary) Limited ("Stafric") extend a mandatory offer to      
    minority shareholders in terms of the provisions of Rule 8 of the           
    Securities Regulation Code and Rules of the Securities Regulation Panel     
    ("the SRP") ("the Code"), as a result of the implementation of a proposed   
claw-back offer; and                                                        
-    the granting of an authority to the directors of the Company in terms of   
    section 221 of the Companies Act, No. 61 of 1973, as amended, to allot and  
    issue 200 000 000 authorised, but unissued ordinary shares with a par value 
of R0.01 (one cent) each in the share capital of the Company to Stafric at  
    a subscription price of 20 cents per share to be settled by way of the      
    cession of a loan claim of Mayfair Speculators (Proprietary) Limited in the 
    amount of R40 million against The Rare Group (Proprietary) Limited,         
registration number 2002/025480/07, to the Company.                         
At a general meeting of RARE shareholders held on Friday, 29 April 2011, all the
resolutions relating to implementation of the aforementioned were passed by the 
requisite majority of shareholders present and voting, in person or by proxy.   
SRP RULING ON THE WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER           
Shareholders are advised that the SRP has granted a ruling to waive the         
requirement for a mandatory offer by Stafric as provided for in Rule 8.7 of the 
Code ("the Ruling").  The reasons for granting the Ruling are available from the
SRP on request.  Any interested party who wishes to lodge an appeal against the 
Ruling shall have 3 (three) business days from the date of this announcement    
(i.e. until 17h00 on Thursday, 5 May 2011) to do so.  Such an appeal must be    
made in writing and addressed to the "Executive Director, Securities Regulation 
Panel" at either of the following addresses:                                    
Physical: Sunnyside Office Park, First Floor, Building B, 32 Princess of Wales  
Terrace (off St. Andrews Road), Parktown, Johannesburg, 2193; or                
Postal:        PO Box 91833, Auckland Park, Parktown, 2006; or                  
Facsimile:     +27 11 642 9284                                                  
The salient dates in respect of the proposed claw-back offer referred to above  
will be announced on SENS, and a circular including full details of the claw-   
back offer will be distributed to shareholders in due course.                   
29 April 2011                                                                   
Sandton                                                                         
Designated Advisor:  PSG Capital (Proprietary) Limited                          
Date: 29/04/2011 17:28:01 Supplied by www.sharenet.co.za                     
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