Wrap Text
Disposal of Shareholding in BHL Zambia and BHL Namibia and Renewal of Cautionary Announcement
CARGO CARRIERS LIMITED
(Registration number 1959/003254/06)
Share code: CRG
ISIN: ZAE000001764
(“CRG” or “the Company”)
DISPOSAL OF SHAREHOLDING IN BUKS HAULAGE LIMITED (“BHL ZAMBIA”),
AND BULK HAULAGE LOGISTICS (“BHL NAMIBIA”) AND SEPARATE RENEWAL
OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are advised that Cargo Carriers has entered into an agreement in terms of which it will dispose of
its 55% shareholding in BHL Zambia, and its 51% shareholding in BHL Namibia (“the Sale Shares”) to Beefco
Limited, a company duly incorporated and registered in accordance with the laws of Zambia (“the Purchaser”)
for an aggregate purchase consideration of $1 943 000 (one million nine hundred and forty three thousand
USD). The controlling shareholder of the Purchaser is the 45% and 49% shareholders in BHL Zambia and BHL
Namibia respectively, but the Purchaser is not considered to be a related party to Cargo Carriers as defined in
the JSE Listings Requirements (“the Listings Requirements”).
2. Nature of business of BHL and rationale for the disposal
BHL Zambia is a Zambian registered company specialising in the transport of various commodities including,
inter alia, copper concentrates, lime and sulphuric acid. The company provides logistics solutions within
Zambia and sub-Saharan Africa to clients operating in the mining, manufacturing and agricultural sectors, with
the majority of its business being in Zambia, the DRC and Namibia.
Cargo Carriers’ stated growth objective has included growth by acquisition, and risk diversification through
business in neighbouring countries. The acquisition of a controlling interest in BHL achieved both of these.
However, the exposure to the fluctuations in the mining economy in Zambia and changes in the currency
environment, among other matters, has led to Cargo Carriers accepting an offer for the business.
3. Disposal consideration
The total purchase price payable by the Purchaser to Cargo Carriers is $1 943 000, plus VAT to the extent that
VAT is payable thereon (“the Purchase Price”), and shall be apportioned as follows:
3.1 $1 (one USD) in respect of the shares in BHL Namibia; and
3.2 $1 942 999 (one million nine hundred and forty two thousand, nine hundred and ninety nine USD) in
respect of the shares in BHL Zambia.
The Purchaser shall obtain funding from an independent fund manager (“the funder”) to facilitate payment of
the Purchase Price and the funder shall pay the Purchase Price directly to Cargo Carriers on the closing date,
being the day after the date of fulfilment or waiver of the last of the suspensive conditions.
The proceeds of the disposal will be used by Cargo Carriers to pursue new acquisition opportunities.
4. Suspensive conditions
The disposal is subject to the following suspensive conditions:
4.1 within 10 days of the signature of the agreement, the Purchaser providing Cargo Carriers with a formal
written undertaking from the funder in terms of which the funder confirms that it shall finance the payment
by the Purchaser of the Purchase Price and undertakes to pay the Purchase Price directly to Cargo
Carriers;
4.2 to the extent required, the approval of the Financial Surveillance/Exchange Control Department of the
South African Reserve Bank, the Namibian Reserve Bank and the Zambian Reserve Bank; and
4.3 to the extent required, the approvals of the Zambian Competition Authority and the Namibian Competition
Authority;
5. Financial information
The value of the net assets of BHL Zambia as at 31 August 2015 was R6.9 million, of which Cargo Carriers’
55% shareholding is R3.7 million.
The unaudited loss for the six-month period ended 31 August 2015 was R7.1 million, of which Cargo Carriers’
share was R3.9 million.
In addition, the contingent consideration of R3.583 million as at 31 August 2015 in relation to the original BHL
acquisition will no longer be payable.
6. Effective date
The effective date of the transaction will be the closing date, being the day after the date of fulfilment or waiver,
as the case may be, of the last of the suspensive conditions.
7. JSE categorisation
The disposal is a Category 2 transaction in terms of paragraph 9.5(a) of the Listings Requirements and
accordingly, no shareholder approval is required.
8. Further announcement
Shareholders will be advised by way of a SENS announcement when the suspensive conditions have all been
fulfilled or waived and the disposal becomes unconditional.
9. Renewal of cautionary announcement
Shareholders are advised that the cautionary announcement issued on 10 November 2015 relates to separate
negotiations, which negotiations are continuing. Accordingly, shareholders are advised to continue exercising
caution when dealing in the securities of the Company until a further announcement on the progress of these
negotiations is made.
Johannesburg
1 December 2015
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 01/12/2015 04:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
