| Thu 2 Jun 2011, 10:45 | | RAR - Rare Holdings Limited - Finalisation announcement in respect of claw-back |
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RAR
RAR
RAR - Rare Holdings Limited - Finalisation announcement in respect of claw-back
offer
RARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2002/025247/06
Share Code: RAR ISIN: ZAE000092714
("the Company" or "RARE")
FINALISATION ANNOUNCEMENT IN RESPECT OF CLAW-BACK OFFER: SALIENT DATES AND
TIMES, PRO FORMA FINANCIAL INFORMATION AND WITHDRAWAL OF CAUTIONARY
1. INTRODUCTION
1.1 Shareholders are referred to the SENS announcement and the circular dated
14 April 2011 regarding, inter alia, a proposed claw-back offer by RARE of
200 000 000 new ordinary shares ("claw-back shares") to RARE shareholders
recorded in the register at the close of business on the initial record
date (as detailed in paragraph 2 below) at a subscription price of 20 cents
per claw-back share, in the ratio of 2.25 claw-back shares for every 1 RARE
share held ("the claw-back offer").
1.2 Shareholders are hereby advised that the claw-back offer has been approved
by the JSE Limited ("the JSE") and all conditions precedent in respect of
the claw-back offer have been fulfilled.
1.3 The claw-back offer will not include the right for shareholders to apply
for excess shares.
2. SALIENT DATES AND TIMES
The salient dates and times of the claw-back offer are as follows:
2011
Last day to trade in RARE shares in order Thursday, 9 June
to qualify to participate in the claw-back
offer (cum entitlement) on
Listing of letters of allocation on the JSE Friday, 10 June
under the JSE code RARN and ISIN
ZAE000156964 at commencement of trading on
RARE shares commence trading ex-claw-back Friday, 10 June
rights on the JSE at commencement of
trading on
Record date for participation in the claw- Friday, 17 June
back offer at the close of trade
Listing of claw-back offer shares from the Friday, 17 June
commencement of trading on
Claw-back offer circular and form of Monday, 20 June
instruction posted to shareholders, where
applicable, on
Claw-back offer opens at commencement of Monday, 20 June
trading on
Dematerialised shareholders` accounts at Monday, 20 June
their CSDP or broker automatically credited
with their entitlement on
Certificated shareholders` entitlements Monday, 20 June
will be credited to an account held with
the transfer secretaries on
Last day to trade in letters of allocation Friday, 1 July
on the JSE on
Trade in claw-back offer shares commences Monday, 4 July
on
Claw-back offer closes - payments to be Friday, 8 July
made and form of instruction in
respect of letters of allocation lodged by
certificated shareholders by 12:00 (see
note 5) on
Record date for letters of allocation Friday, 8 July
Dematerialised shareholders` accounts Monday, 11 July
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
Results of claw-back offer announcement Monday, 11 July
released on SENS on or about
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, 10 June 2011 and Friday, 17 June 2011, both days inclusive.
4. The CSDP/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 offer 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 OF THE SUBSCRIPTION AND CLAW-BACK OFFER
3.1 The pro forma financial effects of the subscription and claw-back offer on
RARE are based on the unaudited results for the six months ended 31
December 2010, the preparation of which is the responsibility of the
directors.
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 circular (as defined 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
2010 for purposes of the balance sheet and on 1 July 2010 for purposes of
the income statement and statement of comprehensive income.
3.4 The unaudited pro forma financial information has been presented for
illustrative purposes only and, because of its nature, may not give a fair
reflection of RARE`s financial position and results after the RARE claw-
back offer.
Before After % Change
Unaudited Pro forma
31 Dec 31 Dec 2010
20101 R
R
Loss per ordinary share 12.02 3.21 73.29%
(cents)
Diluted loss per 12.02 3.21 73.29%
ordinary share (cents)
Headline loss per share 12.02 3.21 73.29%
(cents)
Net asset value per 126.35 52.28 (58.62%)
share (cents)
Net tangible asset value 105.66 45.92 (56.54%)
per share (cents)
Weighted average number 88 750 000 288 750 000 225.35%
of ordinary shares in
issue
Notes
1. Extracted from the unaudited consolidated results of RARE for the six
months ended 31 December 2010.
2. An amount of R20 million was received prior to 31 December 2010, which
was used to settle an existing creditor trade facility which bore
interest at prime. This amount was in respect of a loan of R40
million provided by Mayfair Speculators (Proprietary) Limited to the
RARE Group (Proprietary) Limited in terms of an agreement dated 17
December 2010, as detailed in the circular (as defined below).
3. The total transaction costs amount to R1 183 557 (including a maximum
amount of R666 667 in respect of an underwriting fee, which fee is
based on the maximum fee payable should all shareholders follow their
rights in terms of the claw-back offer, as further detailed in the
circular (as defined below)), which amount has been capitalised
against the share premium account.
4. Weighted average number of shares was computed as if the claw-back
offer was effected on 1 July 2010.
5. Net asset value per share and net tangible value per share are based
on the assumption that the proceeds of R40 million was received.
6. For the purpose of calculating the net tangible asset value per share,
intangible assets were excluded.
7. Basic earnings per share and diluted earnings per share are based on
the following assumptions:
- The interest rate used was the floating prime rates as changed from
time to time by the South African Reserve Bank.
- The interest charged was reduced by the cash raised at prime lending
rates.
- The interest rates ranged from 10% to 9%.
- A tax rate of 28 % was applied.
8. All the pro forma effects on the income statement are expected to have
a continuing effect on the Company.
4. DOCUMENTATION
A circular containing full details of the claw-back offer will be posted to
shareholders on 20 June 2011 ("the circular").
5. JURISDICTION
The distribution of the circular and/or accompanying documents and/or the
transfer of the new RARE shares and/or the rights to subscribe for new RARE
shares in jurisdictions other than South Africa may be restricted by law and
failure to comply with any of those restrictions may constitute a violation of
the laws of any such jurisdiction in which it is illegal to make such a claw-
back offer. In such circumstances, the circular will not be addressed to such
shareholders and the claw-back offer will be made only to qualifying
shareholders.
6. WITHDRAWAL OF CAUTIONARY
Further to the cautionary announcement released on SENS on 14 April 2011,
shareholders are advised that, in light of the above, the cautionary is herewith
withdrawn.
Johannesburg
2 June 2011
Designated Advisor: PSG Capital (Proprietary) Limited
Date: 02/06/2011 10:45:01 Produced by the JSE SENS Department.
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employees and agents accept no liability for (or in respect of) any direct,
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howsoever arising, from the use of SENS or the use of, or reliance on,
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