Karooooo Ltd. completed the acquisition of remaining 31.94% stake in Cartrack Holdings Limited for ZAR 4 billion.
April 15, 2021
Share
Karooooo Pte. Ltd. agreed to acquire remaining 31.94% stake in Cartrack Holdings Limited (JSE:CTK) on November 25, 2020. Pursuant to the terms of the transaction, Karooooo Ltd., will acquire the remaining stake from minority shareholders and pay cash as consideration. As a result of the transaction, Cartrack Holdings Limited will become a wholly-owned subsidiary of Karooooo Ltd. In connection with the Corporate Reorganization, Karooooo Pte. Ltd. will permit shareholders of Cartrack Holdings Limited from whom it purchases shares pursuant to the Scheme to elect to use all or a portion of the cash consideration received pursuant to the Scheme to subscribe for shares in Karooooo Pte. Ltd. at a price equal to the repurchase price at which Karooooo Pte. Ltd. acquired such shareholder's ordinary shares in Cartrack Holdings Limited in a transaction exempt from, or not subject to, the registration requirements under the Securities Act (the Reinvestment). It is intended to convert Karooooo Pte. Ltd. from a Singapore private limited company to a Singapore public limited company. Upon such conversion, the registrant will be known as Karooooo Ltd. and Karooooo Ltd. will adopt a new constitution. Post completion, Cartrack Holdings Limited is expected to delist from the JSE. The scheme was approved by the shareholders of Cartrack Holdings Limited, but the scheme and the reinvestment remain conditional upon, among other things, the Nasdaq approving of the listing of ordinary shares of Karooooo Ltd., on the Nasdaq. Expected Scheme Last day to Trade, being the last day to trade Cartrack Shares on the JSE in order to be recorded in the Register to receive the Scheme Consideration is April 13, 2021. Edward Nathan Sonnenbergs Inc. acted as financial advisor and tax advisor and Rand Merchant Bank Nigeria Limited and Merrill Lynch (Singapore) Pte. Ltd. acted as financial advisors to Karooooo. BDO Corporate Finance Proprietary Limited acted as independent expert and Norton Rose South Africa acted as legal advisor to Cartrack.
Karooooo Ltd. (NasdaqCM:KARO) completed the acquisition of remaining 31.94% stake in Cartrack Holdings Limited (JSE:CTK) for ZAR 4 billion on April 16, 2021. As per the transaction, Karooooo paid ZAR 42 per share for remaining 31.94% stake in Cartrack Holdings.
Karooooo Ltd. is a Singapore-based company, which is a provider of an on-the-ground operations cloud that maximizes the value of data. The Company operates through three segments: Cartrack, Carzuka, and Karooooo Logistics. Cartrack is a provider of an on-the-ground operational Internet of Things software-as-a-service (SaaS) cloud that maximizes the value of transportation, operation, and workflow data by providing insightful real-time data analytics to connected vehicles and equipment. Cartrack also includes systems integration, fleet administration, field worker management, video-based safety, risk mitigation, and delivery management. Carzuka is a physical and e-commerce vehicle buying and selling marketplace that allows customers to source, buy and sell vehicles. Karooooo Logistics provides a software application enabling the management of last-mile delivery and general operational logistics.