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CARTRACK HOLDINGS LIMITED - Joint Announcement Of The Firm Intention To Make A Mandatory Offer To Cartrack Shareholders

Release Date: 18/07/2019 08:00
Code(s): CTK     PDF:  
 
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Joint Announcement Of The Firm Intention To Make A Mandatory Offer To Cartrack Shareholders

CARTRACK HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/036316/06)
Share code: CTK
ISIN: ZAE000198305
(“Cartrack” or the “company”)


KAROO PRIVATE LIMITED
(Incorporated in the Republic of Singapore)
(Unique Entity Number: 201817157Z)
("Karoo")

JOINT ANNOUNCEMENT OF THE FIRM INTENTION TO MAKE A MANDATORY OFFER TO CARTRACK
SHAREHOLDERS

1.      INTRODUCTION


        1.1.    Shareholders are referred to the announcement made on Stock Exchange News Service
                (“SENS”) of the JSE Limited on 1 March 2019, in terms of which it was announced that One
                August Holdings (Pty) Ltd ("One August") had entered into an agreement to dispose of 204
                500 000 Cartrack ordinary shares (“Cartrack Shares”) to Karoo (Pte) Ltd ("Karoo"), subject
                to applicable regulatory requirements and other conditions precedent (the "Share Acquisition
                Agreement").


        1.2.    With effect from 17 July 2019 (being the date on which the Share Acquisition Agreement was
                implemented), Karoo took delivery from One August of 204 500 000 Cartrack Shares at a
                purchase consideration of R13.44 per Cartrack Share, being an aggregate consideration of
                R2,748,480,000.


2.      INFORMATION ABOUT KAROO

        Karoo is an investment holding company with IJ Calisto as the ultimate sole shareholder.


3.      CONCERT PARTIES

        In terms of the Companies Act (Act 71 of 2008) (the “Companies Act”) and the Takeover Regulations
        promulgated in terms of the Companies Act (the “Takeover Regulations”), Karoo is deemed to be
        acting in concert with IJ Calisto (IJ Calisto being the sole shareholder of Karoo). Karoo and IJ Calisto
        have completed and submitted TRP 84 forms in this regard.
                                                                                                            2

4.   MANDATORY OFFER

     On the implementation of the Share Acquisition Agreement, Karoo holds in excess of 35% of the
     issued share capital of Cartrack. In consequence, a mandatory offer has been triggered in terms of
     section 123 of the Companies Act by Karoo (the “Offeror”) at a price of R13.44 per Cartrack Share,
     being the highest price at which the Offeror or its concert parties acquired Cartrack shares within the
     six month period before the commencement of the offer period (commenced by this announcement).


5.   TERMS OF THE OFFER


     The material terms of the offer (the "Offer”) to be made by the offeror to all Cartrack shareholders
     excluding the Offeror and its concert party (the "Offerees”) are as follows:


     5.1.    Offer consideration

             The Offeror will extend a cash offer, as required in terms of section 123(4) of the Companies
             Act, to Cartrack shareholders other than the Offeror and its concert party to acquire all or part
             of such Cartrack shareholders’ Cartrack shares at an offer price of R13.44 per Cartrack share
             (the “Offer Consideration”).


     5.2.    Conditions precedent to the Offer

             The Offer will not be subject to any conditions precedent. Competition authority approval for
             the acquisition of control of Cartrack by Karoo has been secured.


     5.3.    Appointment of an independent board and an independent expert to advise on the fairness
             and reasonableness of the Offer

             As required in terms of the Companies Act and the Companies Regulations, Cartrack has
             constituted an independent board, comprising DJ Brown, AT Ikalafeng, K White and S Rapeti
             (the "Independent Board"). The Independent Board has appointed BDO Corporate Finance
             Proprietary Limited as the independent expert to provide the Independent Board with external
             advice in regard to the Offer and to make appropriate recommendations to the Independent
             Board for the benefit of Cartrack shareholders. The substance of the external advice and the
             views of the Independent Board will be detailed in the joint circular referred to below.
                                                                                                                3

6.   EXISTING BENEFICIAL INTEREST IN CARTRACK SHARES HELD BY THE OFFEROR AND ITS
     CONCERT PARTY

     The Offeror and its Concert Party have the following beneficial interest in Cartrack shares:


                                      Beneficial holding of Cartrack         Percentage of Cartrack's
                                      shares                                 issued share capital


       Karoo                                                 204 500 000                             68.17%


       IJ Calisto                                                 864 000                               0.28%


       Total                                                 205 364 000                                68.45



     None of the concert parties hold any options to purchase any other shares in Cartrack.


7.   IRREVOCABLE UNDERTAKINGS


     7.1.      Cartrack shareholders holding 85,237,848 Cartrack Shares, representing approximately
               89.16% of the Cartrack Shares not owned by the Offeror, or its concert parties, have
               irrevocably undertaken in favour of the Offeror not to accept (and waived all of their rights to
               accept) the Offer. Such irrevocable undertakings have been furnished by the following
               Cartrack shareholders:


       Name                                             Number of Shares              % Holding


       Gobi Capital LLC                                                19 045 380                       6.35%

       Global Asset Holdings LP                                         3 546 256                       1.18%

       Georgem Holdings (Pty) Ltd                                      35 500 000                    11.83%

       Optis Global Opportunities Fund Limited                              459 544                     0.15%

       Marcuard Heritage AG, Switzerland                               14 928 470                       4.98%

       Cartrack Executive Incentive Trust                               1 234 000                       0.41%

       Coronation Asset Management (Pty) Ltd                            9 660 198                       3.22%
                                                                       84,373,848                    28.12%
       Total


     7.2.      The Cartrack shareholders who/which have irrevocably undertaken not to accept the Offer,
               hold no direct or indirect beneficial interests in the Offeror.


     7.3.      No Cartrack shareholder has given any undertaking to accept the Offer.
                                                                                                             4

8.     CASH CONFIRMATION


       In accordance with regulations 111(4) and 111(5) of the Takeover Regulations, the Takeover
       Regulations Panel has been furnished with and approved an irrevocable, unconditional confirmation
       from a third party that sufficient cash is held in escrow, in favour of the Offerees (other than those
       Offerees which have furnished written irrevocable undertakings not to accept the Offer) in respect of
       the Offer for the sole purpose of the Offeror fully satisfying the Offer Consideration.


9.     RESPONSIBILITY STATEMENT


       The Offeror and, to the extent that the information relates directly to Cartrack, the Independent Board:


       9.1.    accept responsibility for the information contained in this announcement;

       9.2.    confirm that to the best of their respective knowledge and belief, the information contained
               herein is true and correct; and

       9.3.    confirm that this announcement does not omit anything likely to affect the importance of the
               information contained in it.


10.    COMBINED CIRCULAR POSTING DATE

       A combined offer circular to Cartrack shareholders containing full details in respect of the Offer and
       incorporating the Independent Board’s view of the Offer and the Offer Consideration is in the process
       of being prepared. It is anticipated that the circular will be posted to Cartrack shareholders on 16
       August 2019, with the Offer opening at 09h00 on 19 August 2019 and closing on Friday 27 September
       2019.


       Shareholders will be advised of the exact posting of the circular and the opening date of the Offer by
       means of a SENS announcement.

Johannesburg
18 July 2019

Sponsor to Cartrack
The Standard Bank of South Africa Limited

Legal Advisor to Karoo
ENSafrica

Date: 18/07/2019 08:00:00
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