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.
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
(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
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
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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