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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').
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