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RAR - Rare Holdings Limited - Finalisation announcement in respect of a

Release Date: 23/12/2011 11:18
Code(s): RAR
Wrap Text

RAR - Rare Holdings Limited - Finalisation announcement in respect of a proposed 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") FINALISATION ANNOUNCEMENT IN RESPECT OF A PROPOSED CLAW-BACK OFFER 1. INTRODUCTION 1.1 Shareholders are referred to the announcement on SENS dated 20 December 2011 in terms of which shareholders were advised that the Company will be pursuing a claw-back offer pursuant to the conclusion of an underwriting and subscription agreement with Stafric Investment and Management Services Proprietary Limited ("Stafric"). 1.2 Accordingly, shareholders are advised that the Company will be proposing a claw-back offer of 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 2 below) at a subscription price of 12 cents per claw-back share, in the ratio of 86.58009 claw-back shares for every 100 RARE shares held ("the claw-back offer"). 1.3 The aforementioned subscription price represents a discount of approximately 11.4% to the 30 day volume weighted average share price of RARE as at 30 November 2011. 1.4 Shareholders are further advised that: 1.4.1 the claw-back offer has been approved by the JSE Limited ("the JSE"); and 1.4.2 the requisite special resolutions passed at the Company`s General Meeting held on 13 December 2011 were duly registered with the Companies and Intellectual Property Commission. 1.5 Accordingly, all of the conditions precedent in respect of the claw- back offer have been fulfilled. 1.6 The claw-back offer will not include the right for shareholders to apply for excess shares. 2. SALIENT DATES AND TIMES The salient dates and times of the claw-back offer are as follows: 2011/2012
Finalisation announcement released on Friday, 23 December SENS Wednesday, 28 Listing of claw-back offer shares and December issue to underwriter Friday, 6 January Last day to trade in RARE shares in order to qualify to participate in the claw- back offer (cum entitlement) on Monday, 9 January Listing of letters of allocation on the JSE under the JSE code RARN and ISIN ZAE000162806 at commencement of trading on Monday, 9 January RARE shares commence trading ex-claw-back rights on the JSE at commencement of trading on Friday, 13 January Record date for participation in the claw- back offer at the close of trade on Monday, 16 January Claw-back offer circular and form of instruction posted to shareholders, where applicable Monday, 16 January Claw-back offer opens at commencement of trading on Dematerialised shareholders` accounts at Monday, 16 January their CSDP or broker automatically credited with their entitlement Monday, 16 January
Certificated shareholders` entitlements will be credited to an account held with the transfer secretaries Friday, 27 January
Last day to trade in letters of allocation on the JSE on Trade in claw-back offer shares commences Monday, 30 January Friday, 3 February
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 Record date for letters of allocation Friday, 3 February Monday, 6 February 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 Results of claw-back offer announcement Monday, 6 February 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, 9 January 2012 and Friday, 13 January 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. 3. PRO FORMA FINANCIAL EFFECTS OF THE CLAW-BACK OFFER 3.1 The pro forma financial effects of the claw-back offer on RARE are based on the audited results for the year ended 30 June 2011, the preparation of which is the responsibility of the directors. 3.2 The pro forma financial information should be read in conjunction with the independent reporting accountant`s report thereon as set out in Annexure 8 to the circular (as defined in paragraph 4 below). 3.3 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 30 June 2011 for purposes of the statement of financial position and on 1 July 2010 for purposes of the statement of comprehensive income. 3.4 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. year ended After % Change 30 June Pro 2011 forma
30 June 2011 Loss per ordinary share (87.83) (25.43) 71.04% (cents) Diluted loss per ordinary (87.83) (25.43) 71.04% share (cents) Headline loss per share from continuing operations (36.19) (10.25) 71.68% (cents) (23.52) (6.92) 70.60% Headline loss per share from discontinued operations (cents) Net asset value per share 22.70 17.74 -21.87% (cents) Net tangible asset value 20.43 16.52 -19.15% per share (cents) Number of ordinary shares 288 750 538 750 86.58% in issue 000 000 Weighted average number of 240.17% ordinary shares in issue 104 091 354 091 306 306 Notes 1. Extracted from the audited consolidated results of RARE Holdings for the year ended 30 June 2011. 2. Basic earnings per share and diluted earnings per share are based on the following assumptions: - The interest rate used was the prime overdraft lending rate per annum and was based on the average lending rate on debt facilities as at year end. - A tax rate of 28% was applied. - The interest charged was reduced by the cash raised at prime lending rates. 3. Weighted average number of shares, being 354 091 306 shares, was computed as if the issue was effected on 1 July 2010. 4. Transaction costs have been taken into account in the calculation of the financial effects. 5. The total transaction cost is R725 300 on the assumption that the proceeds of R30 million was received. 6. For the purpose of calculating the net tangible asset value per share, intangible assets were excluded. 7. All the pro forma effects on the income statement are expected to have a continuing effect on the company. 8. The amount of R30 million raised under the claw-back offer was used to settle an existing creditor trade facility which bore interest at prime. 4. DOCUMENTATION A circular containing full detail of the claw-back offer will be posted to shareholders on 16 January 2012 ("the circular"). 5. DISCLOSURE OF POTENTIAL DIRECTORS DEALINGS Shareholders are advised that the Company will be entering a closed period, as defined by the Listing Requirements of the JSE Limited, effective 1 January 2012 by entering into their interim reporting period. Shareholders are advised that certain of the directors and/or their associates may or may not follow their rights under the claw- back offer. These directors and their associates are permitted to follow their rights under the claw-back offer, subject thereto that they do not trade in their letters of allocation. 6. JURISDICTION The distribution of the circular and/or accompanying documents and/or the transfer of the new RARE shares and/or the rights to subscribe for new RARE shares in jurisdictions other than South Africa may be restricted by law and failure to comply with any of those restrictions may constitute a violation of the laws of any such jurisdiction in which it is illegal to make such a claw-back offer. In such circumstances, the circular will not be addressed to such shareholders and the claw-back offer will be made only to qualifying shareholders. Johannesburg 23 December 2011 Designated Advisor: PSG Capital Proprietary Limited Date: 23/12/2011 11:18:02 Supplied by www.sharenet.co.za 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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