Notification in terms of Section 122 of the Companies Act, 71 of 2008
CARGO CARRIERS LIMITED
(Registration Number 1959/003254/06)
Share code: CRG
("Cargo Carriers" or "the Company")
NOTIFICATION IN TERMS OF SECTION 122(3) OF THE COMPANIES ACT, 71 OF 2008
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
- 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
- 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.
23 November 2018
Arbor Capital Sponsors Proprietary Limited
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