Wrap Text
Joint announcement: Update regarding Reinvestment Offer
Karooooo Ltd.
(previously Karoo Pte. Ltd.)
(a public company incorporated and registered in the Republic of Singapore)
(Unique Entity Number: 201817157Z)
JSE share code: KRO NASDAQ share code: KARO
ISIN: SGXZ19450089
(“Karooooo”)
Cartrack Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2005/036316/06)
JSE share code: CTK
ISIN: ZAE000198305
(“Cartrack”)
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 related to the Reinvestment Offer and the Scheme 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
related to the Reinvestment Offer and the Scheme in the United States. In particular, the securities related to the
Reinvestment Offer and the Scheme 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 related to the Reinvestment Offer and the Scheme in the United States.
UPDATE REGARDING REINVESTMENT OFFER
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings in
the prospectus issued to Cartrack Shareholders on Monday, 15 March 2021 (“Prospectus”).
Eligible Cartrack Shareholders are referred to the joint SENS announcement issued by Karooooo and
Cartrack on Thursday, 1 April 2021 (“Joint Announcement”) and are advised that Karooooo has to date
received irrevocable undertakings from certain public(1) Eligible Cartrack Shareholders to participate in the
Reinvestment Offer in respect of 4,969,875 Karooooo Investment Shares in accordance with the
Reinvestment Entitlement Ratio. The 4,969,875 Karooooo Investment Shares represents 84.1% of the total
number of Karooooo Investment Shares which may be subscribed for by public Eligible Cartrack
Shareholders pursuant to the Reinvestment Offer (being 5,907,305 Karooooo Investment Shares).
The Reinvestment Offer by Karooooo to Eligible Cartrack Shareholders will close at 12.00 (SAST) on Friday,
16 April 2021. An announcement will be published on SENS by 9:00 (SAST) on Monday, 19 April 2021
advising of the results of the Reinvestment Offer and the final number of Karooooo Shares to be listed on the
JSE.
The salient date and times relating to Scheme and the Reinvestment Offer set out in the Joint
Announcement remain unchanged.
(1) Being a public shareholder as defined in sections 4.25 and 4.26 of the JSE Listings Requirements.
INDEPENDENT BOARD AND CARTRACK BOARD RESPONSIBILITY STATEMENT
The independent board of directors of Cartrack (“Independent Board”) and Cartrack 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 and Cartrack Board certifies that to
the best of their 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.
KAROOOOO’S RESPONSIBILITY STATEMENT
The Karooooo Board accepts full responsibility for the accuracy of the information contained in this
announcement to the extent that it relates solely to Karooooo. In addition, the Karooooo Board certifies that
to the best of its knowledge and belief, the information contained in this announcement solely pertaining to
Karooooo is true and, where appropriate, does not omit anything that is likely to affect the importance of the
information contained herein solely pertaining to Karooooo, and that all reasonable enquiries to ascertain
such information have been made.
Johannesburg
Tuesday, 06 April 2021
Transaction Sponsor to Cartrack and JSE sponsor to Karooooo
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.
Independent Expert
BDO Corporate Finance Proprietary Limited
South African Legal Adviser to the Independent Board of Cartrack
Norton Rose Fulbright South Africa Incorporated
Date: 06-04-2021 07:05:00
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