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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.
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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.
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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.
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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
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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