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Finalisation announcement in respect of claw-back offer and withdrawal of cautionary
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 CLAW-BACK OFFER: SALIENT
DATES AND TIMES, PRO FORMA FINANCIAL INFORMATION AND WITHDRAWAL OF
CAUTIONARY
1. INTRODUCTION
1.1 Shareholders are advised that the Company is pursuing 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 record date as
detailed in paragraph 2 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 share held (“the Claw-Back
Offer”).
1.2 Shareholders are hereby advised that the Claw-Back Offer
has been approved by the JSE Limited (“the JSE”) and all
conditions precedent in respect of the Claw-Back Offer have
been fulfilled.
1.3 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:
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
released on SENS on or about Monday, 1 October
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.
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 unaudited results for the 6 months
ended 31 December 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 2 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
31 December 2011 for purposes of the statement of financial
position and on 1 July 2011 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.
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.
4. DOCUMENTATION
A circular containing full detail of the Claw-Back Offer will
be posted to shareholders on 10 September 2012 (“the
Circular”).
5. DISCLOSURE OF POTENTIAL DIRECTORS DEALINGS
Shareholders are advised that the Company is currently in a
closed period, as defined by the Listing Requirements of the
JSE Limited, with effect from 1 July 2012 as a result of
entering into their year-end 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.
7. WITHDRAWAL OF CAUTIONARY
Following this announcement of the final terms, salient dates
and times and the unaudited pro forma financial effects of the
Claw-Back Offer, RARE shareholders are no longer required to
exercise caution when dealing in their RARE shares.
Johannesburg
24 August 2012
Designated Advisor: PSG Capital Proprietary Limited
Date: 24/08/2012 02:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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