RECM AND CALIBRE LIMITED - Posting of circular and notice of Special GM and Extraordinary GM and amendments to authorised share capital

Posting of circular and notice of Special GM and Extraordinary GM and amendments to authorised share capital

RECM and Calibre Limited
Incorporated in the Republic of South Africa)
Registration number 2009/012403/06)
Share code: RACP
ISIN: ZAE000145041
("RAC" or "the Company")


POSTING OF CIRCULAR AND NOTICE OF SPECIAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING

A circular containing details of the following:

-         the conversion of all of the non-cumulative, redeemable, participating preference shares
          in the share capital of the Company with a par value of 1 cent each ("Participating
          Preference Shares") into Participating Preference Shares of no par value, a condition of
          the Companies Act to facilitate an increase in the number of authorised Participating
          Preference Shares;

-         an increase in the authorised Participating Preference Share capital of RAC to
          200,000,000 Participating Preference Shares to provide the company with the ability to
          raise further capital by way of issuing Participating Preference Shares;

-         an increase in the authorised share capital of the Company through the creation of
          1,500,000,000 Perpetual Preference Shares of no par value, having the rights, privileges,
          restrictions and conditions as determined by the directors upon issue thereof ("Perpetual
          Preference Shares"), but which are intended to rank in priority to the Participating
          Preference Shares and ordinary shares ("Ordinary Shares") with a par value of 1 cent
          each in the share capital of the Company in respect of dividends and on a winding up, to
          provide the Company with the ability to augment its capital structure with a different form
          of permanent capital;

-         an increase in the authorised share capital of the Company through the creation of
          250,000,000 Redeemable Preference Shares of no par value, having the rights,
          privileges, restrictions and conditions as determined by the Directors upon issue thereof
          ("Redeemable Preference Shares"), but which are intended to rank in priority to the
          Participating Preference Shares, the Perpetual Preference Shares and Ordinary Shares
          in respect of dividends and on a winding up, to provide the Company with the ability to
          augment its capital structure with a form of temporary capital;

-         the authority for the issue of 250,000,000 of the authorised but unissued Perpetual
          Preference Shares, subject to certain limitations;

-         the authority for the issue of 250,000,000 authorised but unissued Redeemable
          Preference Shares, subject to certain limitations; and

-         the amendment of the Memorandum of Incorporation to enable the proposals contained
          in this Circular to be implemented,

(collectively the "Transaction"), and including, amongst other things, a notice convening a special
general meeting of the holders of Participating Preference Shares and an extraordinary general
meeting of the holders of Ordinary Shares and Participating Preference Shares, was posted to
shareholders on Thursday, 14 November 2013. The special general meeting and the extraordinary 
general meeting are to be held at the registered office of the Company at 8 Floor, Claremont
Central, 8 Vineyard Road, Claremont, Cape Town, 7700 on Friday 13 December 2013, to consider
and, if deemed fit, to pass, with or without modification, the ordinary and special resolutions
authorising the Transaction.
                                                                                                

The salient dates and times in relation to the special general meeting and extraordinary general
meeting are as follows:

                                                                                             2013

Record date to determine which shareholders are entitled to                   Friday, 1 November
receive the Circular

Distribution of Circular                                                   Thursday, 14 November

Last day to trade to vote at the Special General Meeting and the             Friday, 29 November
Extraordinary General Meeting

Record date to vote at the Special General Meeting and the                    Friday, 6 December
Extraordinary General Meeting

Last day for receipt of proxy forms for the Special General Meeting       Wednesday, 11 December
by the Transfer Secretaries before 11h00 on

Last day for receipt of proxy forms for the Extraordinary General         Wednesday, 11 December
Meeting by the Transfer Secretaries before 11h30 on

Special General Meeting to be held at the Registered Office at               Friday, 13 December
11h00 on

Extraordinary General Meeting to be held at the Registered Office            Friday, 13 December
at 11h30 on

Results of the Special General Meeting and the Extraordinary                 Friday, 13 December
General Meeting released on SENS on


All times indicated above are South African times. Shareholders will be notified of any amendments
to the above dates or times on SENS.

Cape Town
14 November 2013

Sponsor: Questco Proprietary Limited
Corporate Advisers: Jason Partners Proprietary Limited
Legal Advisers: Cliffe Dekker Hofmeyr Inc.

Date: 14/11/2013 12:12:00 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.