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CARGO CARRIERS LIMITED - Finalisation Announcement in Respect of Scheme of Arrangement between Cargo and its Minority Shareholders

Release Date: 07/01/2019 17:12
Code(s): CRG     PDF:  
 
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Finalisation Announcement in Respect of Scheme of Arrangement between Cargo and its Minority Shareholders

CARGO CARRIERS LIMITED                                     CARGO CARRIERS HOLDINGS PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)             (Incorporated in Republic of South Africa)
(Registration number 1959/003254/06)                       (Registration number 1969/012377/07)
 Share code: CRG ISIN Code: ZAE000001764                   (“CCH”)
(“Cargo” or “the Company”)



FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT BETWEEN CARGO AND
ITS MINORITY SHAREHOLDERS


Capitalised terms used but not defined in this announcement, shall have the same meanings ascribed to them in the
Circular (as defined below).

1.    Introduction and Fulfilment of Scheme Conditions

      Shareholders of Cargo (“Cargo Shareholders”) are referred to the circular issued by Cargo on Friday, 9 November
      2018 (“Circular”) regarding the Scheme of Arrangement (“Scheme”) in terms of section 114 of the Companies Act
      71 of 2008, as amended (“Companies Act”) and paragraph 1.17(b) of the Listings Requirements of the JSE Limited
      (“JSE”) proposed by the board of directors of Cargo between Cargo and the holders of the ordinary shares of Cargo
      (“Cargo Share(s)”) not already held by CCH, excluding the Cargo Shares held by New Seasons Equity Fund
      Proprietary Limited, treasury shares and any Cargo Shares held by persons related to CCH.

      Cargo Shareholders are further referred to the announcement published on the Stock Exchange News Service
      (“SENS”) of the JSE on Friday, 7 December 2018, notifying them that at the general meeting held on Friday,
      7 December 2018 (“General Meeting”), the special and ordinary resolutions set out in the Notice of General Meeting
      (which was attached to and formed part of the Circular), were passed on a poll by the requisite majorities (being
      those set out in the Notice of General Meeting in respect of each resolution).

      The Takeover Regulation Panel has issued a compliance certificate in respect of the Scheme in terms of section
      119(4)(b) of the Companies Act and all conditions precedent to the Scheme have now been fulfilled. The Scheme
      has accordingly become unconditional with effect from 7 January 2019 and will be implemented on Monday,
      21 January 2019, being the “Scheme Implementation Date”.

      In accordance with the terms and conditions of the Scheme as detailed more fully in the Circular, on the Scheme
      Implementation Date, Scheme Participants shall be deemed to have disposed of and transferred their Scheme
      Shares to CCH and, in exchange, each Scheme Participant will be entitled to receive a cash consideration of
      R20.927 (“Scheme Consideration”) for every Scheme Share held by such Scheme Participant at the close of
      business on Friday, 18 January 2019, being the “Scheme Record Date”.

      As a consequence of the Scheme, the Delisting of the Cargo Shares from the Main Board of the securities exchange
      operated by the JSE will be implemented on Tuesday, 22 January 2019.

2.    Salient Dates and Times

      The salient dates relating to the Scheme, as set out below, are now final.

                                                                                                                 2019
      Scheme LDT, being the last day to trade Cargo Shares on the
      JSE in order to be recorded in the Register to receive the Scheme
      Consideration on                                                                            Tuesday, 15 January

      Suspension of listing of Cargo Shares on the JSE at
      commencement of trade on                                                                  Wednesday, 16 January

      Scheme Record Date, being the date and time by which Cargo
      Shareholders must be recorded in the Register in order to receive
      the Scheme Consideration by 17:00 on                                                         Friday, 18 January

      Scheme Implementation Date on                                                                Monday, 21 January

      Payment of the Scheme Consideration electronically or posted to 
      Certificated Cargo Shareholders who have lodged their Form of                                Monday, 21 January
      Surrender and Transfer (blue) with the Transfer Secretaries on or
      prior to 12:00 on the Scheme Record Date, on

      Dematerialised Scheme Participants to have their accounts with
      their CSDP or Broker credited with the Scheme Consideration on                               Monday, 21 January

      Delisting of Cargo Shares from the securities exchange operated
      by the JSE to take place at the commencement of trade on                                    Tuesday, 22 January

Notes:
(i)   All times referred to in this Circular are references to South African time.
(ii)  Cargo Shareholders who acquired on, or prior to, the Expected Scheme LDT (expected to be Tuesday, 15 January
      2019), will participate in the Scheme (i.e. dispose of their Cargo Shares to CCH in accordance with the Scheme for
      the Scheme Consideration).
(iii) No Dematerialisation or re-materialisation of Cargo Shares may take place from the Business Day following the
      Scheme LDT.

Johannesburg
7 January 2019

Corporate Advisor to                             Legal Advisor to                            Sponsor to
Cargo                                            Cargo                                       Cargo
PricewaterhouseCoopers Corporate Finance         PricewaterhouseCoopers Legal                Abor Capital Sponsors
Proprietary Limited                              Proprietary Limited                         Proprietary Limited


Corporate Advisor to                             Legal Advisor to                            Independent Expert to
CCH                                              CCH                                         Cargo
Nodus Capital Proprietary Limited                Webber Wentzel                              Mazars Corporate Finance
                                                                                             Proprietary Limited
Date: 07/01/2019 05:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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