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RARE HOLDINGS LIMITED - Declaration Announcement in respect of the Claw-Back Offer

Release Date: 03/04/2014 13:12
Code(s): RAR     PDF:  
Wrap Text
Declaration Announcement in respect of the Claw-Back Offer

RARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2002/025247/06
Share Code: RAR    ISIN: ZAE000180626
(“the Company” or “RARE”)

DECLARATION ANNOUNCEMENT IN RESPECT OF THE CLAW-BACK OFFER

1.    INTRODUCTION

1.1    Shareholders are referred to the announcements published on SENS 
       on 19 March 2014 and 27 March 2014 in terms of which shareholders 
       were advised that the Company intends to raise capital by way of 
       the Claw-Back Offer and in pursuance thereto, the Company concluded 
       the Underwriting Agreement with Doculate Investments (Pty) Limited 
       (“Doculate”) and posted the Revised Section 41(3) Circular to 
       shareholders.

1.2    Shareholders are advised that the Company will proceed with the 
       Claw-Back Offer in terms of which it will issue 25 million ordinary
       shares in the authorised share capital of RARE (“Claw-Back Shares”) 
       for a subscription price R6.00 (six rand) per Claw-Back Share to 
       Doculate and which Claw-Back Shares may be clawed back by shareholders 
       from Doculate in the ratio of 1.39762 Claw-Back Share for every 1 RARE 
       share held.

1.3    The aforementioned subscription price represents a discount of 2.7% 
       to the 30-day VWAP of the trading price of RARE shares on 18 February 
       2014, being the date of the conclusion of the Underwriting Agreement.

1.4    The implementation of the Claw-Back Offer is conditional upon the 
       approval thereof by the JSE Limited.

1.5    The Claw-Back Offer will not include the right for shareholders to 
       apply for excess shares.

2.    IMPORTANT DATES AND TIMES

      The salient dates and times of the Claw-Back Offer are as
      follows:
                                                             2014

      Declaration announcement released on
      SENS on                                    Thursday, 3 April

      Finalisation announcement released on
      SENS                                         Monday, 7 April

      Last day to trade in RARE Shares in
      order to qualify to participate
      in the Claw-Back Offer (cum
      Entitlement) on                           Thursday, 10 April

      Listing of Claw-Back Shares and issue
      to Underwriter                              Friday, 11 April

      Listing of Letters of Allocation on
      the JSE under the JSE code RARN
      and ISIN ZAE000189726 at commencement
      of trading on                               Friday, 11 April

      RARE Shares commence trading ex-Claw-
      Back Rights on the JSE at
      commencement of trading on                  Friday, 11 April

      Claw-Back Offer Circular, Revised
      Listing Particulars and Form of
      Instruction posted to Shareholders,
      where applicable, on                        Monday, 14 April

      Record Date for participation in the
      Claw-Back Offer at the close of trade
      on                                        Thursday, 17 April

      Dematerialised Shareholders’ accounts
      at their CSDP or broker automatically
      credited with their Entitlement on         Tuesday, 22 April

      Certificated Shareholders’
      Entitlements will be credited to an
      account held with the Transfer
      Secretaries                                Tuesday, 22 April

      Claw-Back Offer opens at commencement
      of trading on                              Tuesday, 22 April

      Last day to trade in Letters of
      Allocation on the JSE on                 Wednesday 30, April

      Trade in Claw-Back Offer Shares
      commences on                                   Friday, 2 May

      Record date for Letters of Allocation
      on                                              Friday 9 May

      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, 9 May

      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, 12 May
      
      Results of Claw-Back Offer
      announcement released on SENS on or
      about                                          Monday, 12 May

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
   Friday, 11 April 2014 and Thursday 17 April 2014 (both days inclusive).

4. The CSDP or 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 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

3.1    The pro forma financial effects of the Claw-Back Offer on RARE are based 
       on the unaudited interim results for the six month period ended 30 
       December 2013, which was compiled in terms of the Listing Requirements 
       and the Guide on Pro Forma Financial Information issued by SAICA, the 
       preparation of which is the responsibility of the directors of the Company.

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 Claw-Back Offer Circular (as defined in paragraph 5 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 2013 for purposes 
       of the statement of financial position and on 1 July 2013 for purposes of the 
       statement of comprehensive income and, because of its nature, may not give a 
       fair reflection of RARE’s financial position and results, changes in equity
       or cash flows after the RARE Claw-Back Offer.




                                            Before       After   
                                          6 months         Pro
                                             ended       forma
                                            31 Dec      31 Dec
                                              2013        2013
                                                 R           R    % Change
       (Loss)/profit per ordinary          (20.20)        7.06     134.97%
       share (cents)
       Headline (loss)/profit per
       share from discontinued             (20.20)        7.06     134.97%
       operations (cents)
       Net asset value per share              75.84     301.53     377.37%
       (cents)
       Net tangible asset value per           72.36     303.56     375.92%
       share (cents)
       Number of ordinary shares in        17.8875     42.8875     139.76%
       issue (million)
       Weighted average number of
       ordinary shares in issue            17.8875     42.8875     139.76%
       (million)

      Notes:

      1.   Extracted from the unaudited consolidated results of RARE for 6
           months ended 31 December 2013.
      2.   Basic earnings per share and diluted earnings per share are based
           on the following assumptions:
           - The interest rate used was the interest rates charged by the
             respective providers of the facilities; and
           - A tax rate of 28 % was applied.
      3.   Weighted average number of shares, being 42,887,500 shares, was
           computed as if the issue was effected on 1 July 2013.
      4.   The following transaction costs have been taken into account in
           the calculation of the financial effect:

           PSG Capital – advisory fee                               475 000
           Baker Tilly Greenwoods Chartered Accountants –            25 000
           Reporting Accountants
           JSE – Documentation inspection fees                       44 692
           JSE – Listing fees                                       101 275
           Doculate – Underwriting fee                            1 000 000
           Printing costs                                            73 658
           Total                                                  1 719 625


      5.   Net asset value per share and net tangible value per share based
           on the assumption that the proceeds of R150 million was received.
      6.   For the purpose of calculating the net tangible asset value per
           share, intangible assets were excluded.
      7.   Except for the transaction cost as per note 4 above, all other
           adjustments will have a continuing effect on the Company.
      8.   No taxation was provided on the interest saving as the relevant
           entity’s tax loss exceeds the interest saving.

4.    FOREIGN SHAREHOLDERS

4.1    Any shareholder resident outside the common monetary area who receives 
       the Claw-Back Offer Circular and form of instruction, should obtain advice
       as to whether any governmental and/or any other legal consent is required
       and/or any other formality must be observed to enable such a subscription 
       to be made in terms of such form of instruction.

4.2    The Claw-Back Offer does not constitute an offer in any jurisdiction in 
       which it is illegal to make such an offer and the Claw-Back Offer Circular
       and form of instruction should not be forwarded or transmitted by recipient
       thereof to any person in any territory other than where it is lawful to make
       such an offer.

4.3    The Claw-Back Offer Shares have not been and will not be registered under 
       the Securities Act of the United States of America. Accordingly, the Claw-Back 
       Offer Shares may not be offered, sold, resold, delivered or transferred,
       directly or indirectly, in or into the United States or to, or for the account 
       or benefit of, United States persons, except pursuant to exemptions from the
       Securities Act. The Claw-Back Offer Circular and the accompanying documents are 
        not being, and must not be, mailed or otherwise distributed or sent in, into 
       or from the United States. The Claw-Back Offer Circular does not constitute an 
       offer of any securities for sale in the United States or to United States persons. 
       The Claw-Back Offer contained in the Claw-Back Offer Circular does not constitute 
       an offer in the District of Colombia, the United States, the Dominion of Canada, 
       the Commonwealth of Australia, Japan or in any other jurisdiction in which, or to 
       any person to whom, it would not be lawful to make such an offer. Non-qualifying 
       shareholders should consult their professional advisers to determine whether any
       governmental or other consents are required or other formalities need to be observed 
       to allow them to take up the Claw-Back Offer, or trade their entitlement. Shareholders 
       holding RARE shares on behalf of persons who are non- qualifying shareholders are 
       responsible for ensuring that taking up the Claw-Back Offer, or trading in their 
       entitlements under that offer, do not breach regulations in the relevant overseas 
       jurisdictions.

4.4    To the extent that non-qualifying shareholders are not entitled to participate in 
       the Claw-Back Offer as a result of the aforementioned restrictions, the allocated
       rights in respect of such non-qualifying shareholders shall lapse.

5.   CLAW-BACK OFFER CIRCULAR

     A circular containing full details of the Claw-Back Offer will be posted to 
     shareholders on or about 14 April 2014 (“Claw-Back Offer Circular”).



Johannesburg
3 April 2014

Transaction Advisor and Designated Advisor: PSG Capital Proprietary Limited

Date: 03/04/2014 01:12:00 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.

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