Wrap Text
Posting of circular to shareholders
RARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2002/025247/06
Share Code: RAR ISIN: ZAE000092714
("the Company" or "RARE")
POSTING OF CIRCULAR TO SHAREHOLDERS
1. INTRODUCTION AND RATIONALE
1.1 Shareholders are advised that the board of directors
of the Company (“the Board”) will propose the
following corporate actions, namely, the Share
Increase, the Consolidation and the adoption of the
New Memorandum of Incorporation (collectively
referred to as the “Corporate Actions”). The
definitions in this announcement shall bear the
meanings assigned thereto in the Circular containing
full details of the said Corporate Actions.
1.2 The rationale for the proposed Corporate Actions is
to sufficiently restructure the Company’s share
capital.
2. CORPORATE ACTIONS
2.1 Share Increase
The Board proposes that the Company’s authorised
share capital be increased from 2 000 000 000
ordinary shares of no par value to 10 000 000 000
ordinary shares of no par value by the creation of
8 000 000 000 ordinary shares of no par value in the
share capital of the Company.
2.2 Consolidation
The Board proposes that the Company consolidate its
authorised and issued share capital on a basis of
100:1 (subsequent to the Share Increase) with the
aim of easing the administrative burden and costs
incurred by the Company in dealing with such a large
number of shares.
2.3 Adoption of New Memorandum of Incorporation
The Board proposes that the amendments to the
Company’s share capital structure be reflected by
way of adoption of the New Memorandum of
Incorporation instead of making piecemeal amendments
to the Company’s Existing Memorandum of
Incorporation.
3. GENERAL MEETING
The General Meeting of the Company, at which shareholders
will consider and vote on the Resolutions (including the
Special Resolutions) pertaining to the Corporate Actions,
will be held at 22 Old Vereeniging Road, Kliprivier,
Midvaal at 10:00 on Friday, 23 August 2013.
4. SALIENT DATES AND TIMES
The salient dates and times pertaining to the Corporate
Actions are as follows:
2013
Record date in order to receive the Friday, 19
Circular and Notice of General Meeting July
Circular (including Notice of General Thursday, 25
Meeting) posted to Shareholders on July
Last day to trade to be eligible to vote Thursday,8
at the General Meeting August
Record date to determine which Friday, 16
Shareholders are entitled to attend and August
vote at the General Meeting
Last day to lodge Forms of Proxy (pink) Tuesday,20
in respect of the General Meeting by August
10:00
General Meeting held at 10:00 on Friday, 23
August
Results of General Meeting released on Friday, 23
SENS on August
Special Resolutions submitted to CIPC on Monday, 26
August
Special Resolutions registered by CIPC* Wednesday, 18
September
Publication of Finalisation Announcement Thursday, 19
on SENS on* September
Last day to trade in existing shares on Friday, 27
the JSE prior to the Consolidation* September
Trading in consolidated shares under the Monday, 30
new ISIN ZAE000180626 commences on* September
Record date for the Consolidation at the Friday, 4
close of business on* October
Dematerialised Shareholders will have Monday, 7
their accounts at their CSDP or broker October
updated on*
Date of issue of new replacement share Monday, 7
certificates, provided that the old share October
certificates have been lodged by 12:00 on
Friday, 4 October 2013, on or about
(share certificates received after this
time will be posted within 5 Business
Days of receipt)*
* These dates are subject to change and are dependent upon when the
requisite Special Resolutions are registered by CIPC and thus the date from
which the Consolidation becomes effective.
Notes:
1. All times indicated above are local times in South Africa.
2. The dates and times indicated in the table above are subject to
change. Any such changes will be released on SENS.
3. To be valid, the completed Forms of Proxy (pink) must be lodged
with the Transfer Secretaries, Computershare Investor Services
Proprietary Limited, Ground Floor, 70 Marshall Street,
Johannesburg, 2001 or posted to the Transfer Secretaries at PO
Box 61051, Marshalltown, 2107, to reach them by no later than at
10:00 on Tuesday, 20 August 2013, alternatively, such proxy forms
may be handed to the company secretary or chairman of the General
Meeting at any time prior to the commencement of the General
Meeting.
4. If the General Meeting is adjourned or postponed, Forms of Proxy
(pink) submitted for the initial General Meeting will remain
valid in respect of any adjournment or postponement of the
General Meeting.
5. No dematerialisation or rematerialisation of the ‘old’ RARE
Shares may take place after Friday, 27 September 2013.
5. CIRCULAR
A circular containing full details of the proposed
Corporate Actions, including the Notice of General Meeting
containing the Resolutions (including the Special
Resolutions) to be adopted at the General Meeting, was
posted to shareholders today, 25 July 2013.
Johannesburg
25 July 2013
Designated Advisor: PSG Capital Proprietary Limited
Date: 25/07/2013 01:11:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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