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CARGO CARRIERS LIMITED - Notification in terms of Section 122 of the Companies Act, 71 of 2008

Release Date: 23/11/2018 17:06
Code(s): CRG     PDF:  
 
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Notification in terms of Section 122 of the Companies Act, 71 of 2008

CARGO CARRIERS LIMITED
(Registration Number 1959/003254/06)
Share code: CRG
ISIN: ZAE000001764
("Cargo Carriers" or "the Company")


NOTIFICATION IN TERMS OF SECTION 122(3) OF THE COMPANIES ACT, 71 OF 2008
(the “ACT”)


In compliance with the Act and in accordance with Section 3.83(b) of the Listings
Requirements of the Johannesburg Stock Exchange, the Company confirms that it has
received notification in accordance with Section 122 of the Act:

-   from New Seasons Investments Proprietary Limited (“New Seasons”) to the effect that
    pursuant to a corporate action undertaken by New Seasons, it has transferred the
    beneficial interest it held in Cargo Carriers to a newly formed company, K2017289230
    (“NS Holdco”), such that it no longer holds any beneficial interest in the share capital of
    the Company;
-   from NS Holdco that it has acquired a beneficial interest in the issued share capital of
    the Company such that it holds 13.59% of the share capital of the Company;
-   from NS Holdco that it has subsequently transferred the beneficial interest it held in the
    issued share capital of the Company to a newly formed company, K2017289277 (in the
    process of changing its name to New Seasons Equity Fund Proprietary Limited) (“New
    Seasons Equity Fund”) such that it no longer holds any interest in the share capital of
    the Company;
-   from New Seasons Equity Fund, a wholly-owned subsidiary of NS Holdco, that it has
    acquired a beneficial interest in the issued share capital of the Company such that it now
    holds 13.59% of the share capital of the Company.

The disposal of shares by New Seasons and the subsequent acquisition thereof by New
Seasons Equity Fund will have no effect on either:

–   the scheme of arrangement (“Scheme”) in terms of section 114(1) of the Companies
    Act, 2008 (“Companies Act”), proposed by the Cargo Carriers’ Board between
    Cargo Carriers and Cargo Carriers’ Shareholders;
–   if the Scheme fails, the Standby Offer to be made by Cargo Carriers Holdings (Pty) Ltd
    to Cargo Carriers’ Shareholders in terms of section 117(c)(v) of the Companies Act
    (“Standby Offer”); and
–   the Delisting of all of the Cargo Carriers’ Shares from the Main Board of the JSE
    pursuant to the implementation of the Scheme or; if the Scheme fails, the
    implementation of the Standby Offer.

As required in terms of section 122(3)(a) of the Act, Cargo Carriers has filed the required
notices with the Takeover Regulation Panel.

Johannesburg
23 November 2018

Sponsor
Arbor Capital Sponsors Proprietary Limited

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