RARE HOLDINGS LIMITED - Posting of Circular, Notice of General Meeting, Important Dates and Times and Fulfilment of Conditions Precedent to

Posting of Circular, Notice of General Meeting, Important Dates and Times and Fulfilment of Conditions Precedent to

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

POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING, IMPORTANT
DATES AND TIMES AND FULFILMENT OF CONDITIONS PRECEDENT TO
POSTING OF CIRCULAR

Rare shareholders are referred to the announcement published
by Rare on 22 June 2016 (“the Announcement”), regarding the
firm intention of Mayfair Speculators Proprietary Limited
(“the Offeror”) to make an offer to acquire all ordinary
shares in Rare, excluding those ordinary shares held by the
Offeror, Stafric Investment and Management Services
Proprietary Limited (“Stafric”) and Doculate Investments
Proprietary Limited (“Doculate”), being 5 345 825 ordinary
shares (“Scheme”).

FULFILMENT OF CONDITIONS PRECEDENT TO POSTING OF CIRCULAR

Shareholders are advised that the condition precedent to the
posting of the Scheme circular (“Circular”) to Rare
shareholders, as set out in paragraph 4.2.1 of the
Announcement, has been fulfilled.

POSTING OF CIRCULAR

Shareholders are hereby advised that the Circular, containing
details of the Scheme, will be posted and electronically
distributed to Rare Shareholders today, 25 July 2016. The
Circular incorporates a notice convening a general meeting of
Rare Shareholders (“General Meeting”) for purposes of
considering the special resolutions approving the Scheme
(“Scheme Resolution”).

The Circular is also available on Rare’s website at
www.rare.co.za.

Rare Shareholders are advised to review the Circular for the
full terms and conditions of the Scheme.

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting will be held
at 10h00 on Wednesday, 24 August 2016 at Rare’s offices at 22
Old Vereeniging Road, Kliprivier, Midvaal, for the purpose of
considering and, if deemed fit, approving, with or without
modification, the resolution set out in the notice of the
General Meeting included in the Circular.

IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The important dates and times relating to the Scheme are set
out below. Terms appearing in title case in the table below
and in the notes thereto and that are not otherwise defined,
bear the meanings assigned to them in the Circular.


                                                          2016

Record date for Rare Shareholders to be        Friday, 15 July
recorded in the Register in order to
receive the Circular


Circular posted to Rare Shareholders and       Monday, 25 July
notice convening the General Meeting
released on SENS on


Last date to trade in order to be eligible    Monday, 8 August
to vote at the General Meeting


Scheme Voting Record Date being 17:00 on     Friday, 12 August


Proxy forms to be lodged at the Transfer     Monday, 22 August
Secretaries by 10:30 on (or handed to the
chairman of the General Meeting prior to
the commencement of the General Meeting)


Last date and time for Rare Shareholders    Tuesday, 23 August
to give notice to Rare objecting, in terms
of section 164(3) of the Companies Act,
to the Scheme Resolution for purposes of
exercise of their Appraisal Rights by
10:30 on


General Meeting to be held at 10:30 on           Wednesday, 24
                                                          August
Results of General Meeting released on        Wednesday, 24
SENS on                                                August


If the Scheme is approved by Rare
Shareholders at the General Meeting:


Last date for Rare Shareholders who voted          Tuesday, 6
against the Scheme to require Rare to seek          September
court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act
(where applicable) on


Last date for Rare Shareholders who voted          Tuesday, 6
against the Scheme to apply to court for            September
leave to apply for a review of the Scheme
in terms of section 115(3)(b) of the
Companies Act on


Last date for Rare to send objecting Rare         Thursday, 8
Shareholders notices of the adoption of             September
the Scheme Resolution, in accordance with
section 164(4) of the Companies Act, on


Action
The following dates assume that neither court approval nor the
review of the Scheme by the court is required and will be
confirmed in the announcement if the Scheme becomes
unconditional:


Finalisation Date expected to be on                Monday, 12
                                                    September

Finalisation Date announcement expected            Monday, 12
to be released on SENS on                           September


Scheme last day to trade expected on              Tuesday, 20
                                                    September

Listing of Rare Shares suspended on the         Wednesday, 21
JSE from commencement of trade on                   September

Scheme Consideration Record Date, being             Friday, 23
the date on which the Scheme Participants            September
must be recorded in the Register in order
to receive the Scheme Consideration,
expected to be on or about


Expected Operative Date of the Scheme on            Monday, 26
                                                     September

Scheme Consideration expected to be                 Monday, 26
paid/posted to Certificated Scheme                  September
Participants (provided that the completed
Form of Surrender and Transfer (blue)
included with the Circular and
accompanying Documents of Title are
received on or prior to 12:00 on the
Scheme Consideration Record Date) on or
about


Dematerialised Scheme Participants                  Monday, 26
expected to have their accounts (held at             September
their CSDP or Broker) credited with the
Scheme Consideration on or about


Termination of listing of Rare Shares on           Tuesday, 27
the JSE expected to take place at the                September
commencement of trade on the JSE on or
about


Notes:

1. The above dates and times are subject to such changes as
may be agreed to by Rare and the Offer and approved by the JSE
and/or the Takeover Regulation Panel, if required. If the
Scheme Conditions are not met by 24 August 2016 or such
extended date in terms of paragraph 4.4.4 of the Circular, an
updated timetable will be released on SENS.
2. Rare Shareholders who wish to exercise their Appraisal
Rights are referred to Annexure 5 to the Circular for purposes
of determining the relevant timing for the exercise of their
Appraisal Rights.
3. If the General Meeting is adjourned or postponed, forms of
proxy submitted for the General Meeting will remain valid in
respect of any adjournment or postponement of the General
Meeting.
4. Although the salient dates and times are stated to be
subject to change, such statement may not be regarded as
consent or dispensation for any change to time periods which
may be required in terms of the Companies Regulations, where
applicable, and any such consents or dispensations must be
specifically applied for and granted.
5. All times referred to in the Circular are references to
South African time.



Johannesburg

25 July 2016

Transaction Advisor and Designated Advisor: PSG Capital (Pty)
Limited

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