Wrap Text
Update regarding Scheme
Cartrack Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2005/036316/06)
JSE share code: CTK
ISIN: ZAE000198305
(“Cartrack” or “Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER
JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO.
The information and materials contained herein do not constitute or form a part of any offer
to sell or a solicitation of an offer to purchase or subscribe for securities in the United States.
In particular, the securities referred to herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the
securities laws of any state or other jurisdiction of the United States and may not be offered
or sold except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction in the United States. There will be no public
offering of the securities in the United States.
UPDATE REGARDING SCHEME
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings in
the circular relating to the Scheme, the Reinvestment Offer and the Specific Repurchase.
Cartrack Shareholders are referred to the abridged prospectus announcement (the “Announcement”)
published by Karooooo Ltd. (“Karooooo”) on SENS today, 15 March 2021 and are advised that Karooooo has
issued a prospectus to Eligible Cartrack Shareholders relating to the Reinvestment Offer and the JSE Listing.
With reference to the salient dates and times included in the Announcement, Cartrack Shareholders are
advised that the expected dates and times relating to the Scheme are as follows. The Scheme remains subject
to the fulfilment or (to the extent capable of waiver) the waiver of the Conditions Precedent. The dates given
below are based on the Company’s current expectations and may be subject to change. The Company will
give notice of any change to the expected timetable by issuing an announcement on SENS and by publishing
such changes on its website www.cartrack.co.za.
2021
Compliance certificate to be received from the TRP on Wednesday, 31 March
Finalisation announcement expected to be released on SENS on Wednesday, 31 March
(Scheme Finalisation Date)
Finalisation announcement expected to be published in the South Thursday, 1 April
African press on
Expected Scheme Last day to Trade, being the last day to trade Tuesday, 13 April
Cartrack Shares on the JSE in order to be recorded in the Register to
receive the Scheme Consideration (or part thereof) (Scheme Last
Day to Trade)
Expected suspension of listing of Cartrack Shares from the Main Wednesday, 14 April
Board of the JSE at commencement of trading on
2
Last day to deliver Forms of Surrender and Transfer (pink) and Friday, 16 April
Documents of Title (in order to receive the Scheme Consideration (or
part thereof) on the Scheme Operative Date) to be received by the
Transfer Secretaries, by 12h00 (SAST) on
Expected Scheme Consideration Record Date, being the date on Friday, 16 April
which Scheme Members must be recorded in the Register in order be
eligible to receive the Scheme Consideration, by close of trade on
Expected Scheme Operative Date on or about Wednesday, 21 April
Dematerialised Scheme Participants expected to have their accounts Wednesday, 21 April
(held at their CSDP or broker) debited with the Scheme Shares and
credited with the Scheme Consideration (or part thereof) on
Expected date of payment of the Scheme Consideration (or part Wednesday, 21 April
thereof) to be settled electronically or posted to Certificated Scheme
Participants (if the Form of Surrender and Transfer (pink) and
Documents of Title are received by the Transfer Secretaries by 12:00
on the Scheme Consideration Record Date) on
Expected termination of listing of Cartrack Shares on the Main Board Thursday, 22 April
of the JSE at the commencement of trade on
Notes:
1. All of the above dates and times are subject to change by mutual agreement between Cartrack and Karooooo and with the
approval of the JSE and/or TRP. Any change will be released on SENS and published in the South African press.
2. Unless otherwise indicated, all times given in this announcement are South African Standard Time (SAST).
3. If the Scheme becomes operative, share certificates may not be Dematerialised or re-materialised after the Scheme Last Day
to Trade.
Independent Board Responsibility Statement
The Independent Board, individually and collectively, accepts full responsibility for the accuracy of the
information contained in this announcement to the extent that it relates to Cartrack. In addition, the Independent
Board certifies that to the best of its knowledge and belief, the information contained in this announcement is
true and, where appropriate, does not omit anything that is likely to affect the importance of the information
contained herein pertaining to Cartrack, and that all reasonable enquiries to ascertain such information have
been made.
Johannesburg
Monday, 15 March 2021
Transaction Sponsor to Cartrack
Merrill Lynch South Africa Proprietary Limited
t/a BofA Securities
South African Legal Adviser and Tax Adviser to Karooooo
Edward Nathan Sonnenbergs Incorporated
Joint Financial Advisers to Karooooo
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Merrill Lynch (Singapore) Pte. Ltd.
3
Independent Expert
BDO Corporate Finance Proprietary Limited
South African Legal Adviser to the Independent Board of Cartrack
Norton Rose Fulbright South Africa Incorporated
Date: 15-03-2021 04:53:00
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information disseminated through SENS.
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