Cautionary announcement: Proposed acquisition of property and assets RARE HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration Number: 2002/025247/06 Share Code: RAR ISIN: ZAE000092714 ("the Company" or "RARE") CAUTIONARY ANNOUNCEMENT: PROPOSED ACQUISITION OF PROPERTY AND ASSETS 1. INTRODUCTION Shareholders are advised that the Rare Group Proprietary Limited, being a wholly owned subsidiary of RARE, has reached agreement in principle with the joint liquidators of Hollyberry Props 4 Proprietary Limited (“Hollyberry”), Gazelle Plastics Proprietary Limited (“Gazelle”) and First Strut (RF) Limited (“First Strut”) in relation to the acquisition of: - the property situated at 4 Meyer Road, Meyerton, being Erf 1061, Meyerton Extension 3 (“the Property”), from Hollyberry ; and - the fixed assets situated on the Property and that were used by First Strut and Gazelle Plastics (in the businesses that were carried on under the name and style “FT-Piping Manufacturing Division” and/or “Gazelle Plastics”) for purposes of manufacturing High Density Polyethylene (HDPE) pipes, from First Strut and Gazelle(“Sale Assets”), (the proposed acquisition of the Property and the Sale Assets hereinafter referred to as “the Acquisitions”). 2. RATIONALE FOR THE ACQUISITION Should the Acquisitions be successfully implemented, it will enable RARE to manufacture HDPE pipes up to 1000 mm in diameter for the mining, infrastructure, agricultural and industrial markets. Rare has also appointed Tony Dean, a very well known plastic pipe industry leader, as Managing Director of the new pipe manufacturing division of Rare. Tony has over thirty years industry experience and brings a wealth of knowledge to the business. 3. SALE OF PROPERTY AGREEMENT 3.1. The purchase consideration for the Property amounts to R13 000 000 (thirteen million Rand) plus value added tax (“the Property Purchase Consideration”). 4. PURCHASE AGREEMENT IN RESPECT OF THE SALES ASSETS 4.1. The purchase consideration for the Sale Assets amounts to R17 900 000 (seventeen million nine hundred thousand Rand) plus value added tax (“the Sale Assets Purchase Consideration”). 5. EFFECTIVE DATE AND CONDITIONS PRECEDENT 5.1. The Company anticipates that the final definitive agreements will be signed by the all parties on or about Monday, 4 November 2013 (“the Effective Date”), whereafter such agreements will become effective and there being no outstanding conditions precedents (save for the usual conveyancing procedures associated with the transfer of the Property). 5.2. It should however be noted that, although the agreements giving effect to the Acquisitions become effective on the Effective Date, the agreements, and accordingly the Acquisitions, are inter-conditional and that either party will be entitled to cancel the Sale of Assets Agreement as a result of termination or cancellation of the Sale of Property Agreement. 6. CATEGORISATION The Acquisitions, combined, constitute a category 2 transaction in terms of the JSE Listings Requirements and accordingly does not require approval by RARE shareholders. 7. PRO FORMA FINANCIAL EFFECTS The pro forma financial effects of the Acquisitions on RARE’s net asset value and tangible net asset value are not significant and have therefore not been presented. 8. CAUTIONARY 8.1. Shareholders are advised to exercise caution when dealing in the Company’s securities until a further announcement is made, as the conclusion of the Acquisitions may have a material effect on the price of the Company’s securities. 8.2. A further announcement will be made after the final agreements have been signed, expected to be on or about 4 November 2013. Johannesburg 1 November 2013 Designated Advisor: PSG Capital Proprietary Limited Date: 01/11/2013 05:10:00 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.