| Fri 23 Dec 2011, 11:18 | | RAR - Rare Holdings Limited - Finalisation announcement in respect of a |
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RAR
RAR
RAR - Rare Holdings Limited - Finalisation announcement in respect of a
proposed 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 A PROPOSED CLAW-BACK OFFER
1. INTRODUCTION
1.1 Shareholders are referred to the announcement on SENS dated 20
December 2011 in terms of which shareholders were advised that the
Company will be pursuing a claw-back offer pursuant to the conclusion
of an underwriting and subscription agreement with Stafric Investment
and Management Services Proprietary Limited ("Stafric").
1.2 Accordingly, shareholders are advised that the Company will be
proposing a claw-back offer of 250 000 000 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 12 cents per claw-back share, in
the ratio of 86.58009 claw-back shares for every 100 RARE shares held
("the claw-back offer").
1.3 The aforementioned subscription price represents a discount of
approximately 11.4% to the 30 day volume weighted average share price
of RARE as at 30 November 2011.
1.4 Shareholders are further advised that:
1.4.1 the claw-back offer has been approved by the JSE Limited
("the JSE"); and
1.4.2 the requisite special resolutions passed at the Company`s
General Meeting held on 13 December 2011 were duly
registered with the Companies and Intellectual Property
Commission.
1.5 Accordingly, all of the conditions precedent in respect of the claw-
back offer have been fulfilled.
1.6 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:
2011/2012
Finalisation announcement released on Friday, 23 December
SENS
Wednesday, 28
Listing of claw-back offer shares and December
issue to underwriter
Friday, 6 January
Last day to trade in RARE shares in order
to qualify to participate in the claw-
back offer (cum entitlement) on
Monday, 9 January
Listing of letters of allocation on the
JSE under the JSE code RARN and ISIN
ZAE000162806 at commencement of trading
on
Monday, 9 January
RARE shares commence trading ex-claw-back
rights on the JSE at commencement of
trading on
Friday, 13 January
Record date for participation in the claw-
back offer at the close of trade on
Monday, 16 January
Claw-back offer circular and form of
instruction posted to shareholders, where
applicable
Monday, 16 January
Claw-back offer opens at commencement of
trading on
Dematerialised shareholders` accounts at Monday, 16 January
their CSDP or broker automatically
credited with their entitlement
Monday, 16 January
Certificated shareholders` entitlements
will be credited to an account held with
the transfer secretaries
Friday, 27 January
Last day to trade in letters of
allocation on the JSE on
Trade in claw-back offer shares commences Monday, 30 January
Friday, 3 February
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
Record date for letters of allocation Friday, 3 February
Monday, 6 February
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
Results of claw-back offer announcement Monday, 6 February
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 Monday, 9 January 2012 and Friday, 13 January 2012, 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 CLAW-BACK OFFER
3.1 The pro forma financial effects of the claw-back offer on RARE are
based on the audited results for the year ended 30 June 2011, 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 in paragraph 4 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 30 June 2011 for purposes of the statement of financial position
and on 1 July 2010 for purposes of the 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.
year ended After % Change
30 June Pro
2011 forma
30 June
2011
Loss per ordinary share (87.83) (25.43) 71.04%
(cents)
Diluted loss per ordinary (87.83) (25.43) 71.04%
share (cents)
Headline loss per share
from continuing operations (36.19) (10.25) 71.68%
(cents) (23.52) (6.92) 70.60%
Headline loss per share
from discontinued
operations (cents)
Net asset value per share 22.70 17.74 -21.87%
(cents)
Net tangible asset value 20.43 16.52 -19.15%
per share (cents)
Number of ordinary shares 288 750 538 750 86.58%
in issue 000 000
Weighted average number of 240.17%
ordinary shares in issue 104 091 354 091
306 306
Notes
1. Extracted from the audited consolidated results of RARE Holdings
for the year ended 30 June 2011.
2. Basic earnings per share and diluted earnings per share are based
on the following assumptions:
- The interest rate used was the prime overdraft lending rate per
annum and was based on the average lending rate on debt
facilities as at year end.
- A tax rate of 28% was applied.
- The interest charged was reduced by the cash raised at prime
lending rates.
3. Weighted average number of shares, being 354 091 306 shares, was
computed as if the issue was effected on 1 July 2010.
4. Transaction costs have been taken into account in the calculation
of the financial effects.
5. The total transaction cost is R725 300 on the assumption that the
proceeds of R30 million was received.
6. For the purpose of calculating the net tangible asset value per
share, intangible assets were excluded.
7. All the pro forma effects on the income statement are expected to
have a continuing effect on the company.
8. The amount of R30 million raised under the claw-back offer was
used to settle an existing creditor trade facility which bore
interest at prime.
4. DOCUMENTATION
A circular containing full detail of the claw-back offer will be
posted to shareholders on 16 January 2012 ("the circular").
5. DISCLOSURE OF POTENTIAL DIRECTORS DEALINGS
Shareholders are advised that the Company will be entering a closed
period, as defined by the Listing Requirements of the JSE Limited,
effective 1 January 2012 by entering into their interim reporting
period. Shareholders are advised that certain of the directors and/or
their associates may or may not follow their rights under the claw-
back offer. These directors and their associates are permitted to
follow their rights under the claw-back offer, subject thereto that
they do not trade in their letters of allocation.
6. 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.
Johannesburg
23 December 2011
Designated Advisor: PSG Capital Proprietary Limited
Date: 23/12/2011 11:18:02 Produced by the JSE SENS Department.
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howsoever arising, from the use of SENS or the use of, or reliance on,
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