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Results of the Scheme Meeting and General Meeting held on 17 February 2021
Cartrack Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2005/036316/06)
JSE share code: CTK
ISIN: ZAE000198305
(“Cartrack” or “Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER
JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO.
The information and materials contained herein do not constitute or form a part of any offer
to sell or a solicitation of an offer to purchase or subscribe for securities in the United States.
In particular, the securities referred to herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the
securities laws of any state or other jurisdiction of the United States and may not be offered
or sold except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction in the United States. There will be no public
offering of the securities in the United States.
RESULTS OF THE SCHEME MEETING AND GENERAL MEETING HELD ON 17 FEBRUARY 2021
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings in
the Circular (defined below).
Cartrack Shareholders are referred to the circular (the “Circular”) relating to the Scheme, the Reinvestment
Offer and the Specific Repurchase, which was issued to Cartrack Shareholders on Tuesday, 19 January 2021.
Cartrack Shareholders are advised that the Scheme Resolutions and the General Resolutions proposed at the
Scheme Meeting and General Meeting, respectively, were passed by the requisite majority of shareholders.
Details of the results of voting at the Scheme Meeting are as follows:
- total number of Cartrack Shares in issue as at the date of the date of the Scheme Meeting (excluding
treasury shares): [298,766,000]
- total number of Cartrack Shares that were present/represented at the Scheme Meeting: 89 724 754,
being 92.81% of the total number of Cartrack Shares that could have been voted at the Scheme
Meeting
Scheme Meeting
Resolution For Against Abstain^ Shares
Voted*
Special Resolution 1 89 627 805 3 825 37 647 89 631 630
Approval of the Scheme in terms of
sections 114(1) and 115(2)(a) of the 100.00% 0.00% 0.04% 92.72%
Companies Act
Special Resolution 2 89 338 313 11 825 319 139 89 350 138
Revocation of special resolution number
1 if scheme does not become 99.99% 0.01% 0.33% 92.43%
unconditional, is not continued and
dissenting shareholders have exercised
appraisal rights under section 164 of the
companies act
Ordinary Resolution 1 89 631 380 2 000 35 897 89 633 380
Authorisation of directors the Company
100.00% 0.00% 0.04% 92.72%
Details of the results of voting at the General Meeting are as follows:
- total number of Cartrack Shares in issue as at the date of the date of the General Meeting (excluding
treasury shares): 298,766,000
- total number of Cartrack Shares that were present/represented at the General Meeting: 292 875 687,
being 98.02% of the total number of Cartrack Shares that could have been voted at the General
Meeting
General Meeting
Resolution For Against Abstain^ Shares
Voted*
Special Resolution 1 292 681 466 650 44 361 292 682 116
Approval of the Specific Repurchase in
terms of the JSE Listings Requirements 100.00% 0.00% 0.01% 97.56%
and Cartrack MOI
Ordinary Resolution 1 292 682 026 90 44 361 292 682 116
Authorisation of directors the Company
100.00% 0.00% 0.01% 97.56%
*Shares voted (excluding abstentions) in relation to the total shares in issue less treasury shares
^In relation to the total shares in issue
Important indicative dates and times
The Scheme and the Specific Repurchase remain subject to the fulfilment or (to the extent capable of waiver)
the waiver of the Conditions Precedent. The dates given below are based on the Company’s current
expectations and may be subject to change. The Company will give notice of any change to the expected
timetable by issuing an announcement on SENS and by publishing such changes on its website
www.cartrack.co.za.
2021
Results of the Meetings published in the South African press on Thursday, 18 February
Last date for Scheme Members who voted against the Scheme Wednesday, 24 February
Special Resolution to require Cartrack to seek Court approval for the
Scheme in terms of section 115(3)(a) of the Companies Act, if the
Scheme Special Resolution was opposed by at least 15% (fifteen
percent) of the total voting rights that were exercised on
Last day on which Scheme Members who voted against the Scheme Wednesday, 3 March
Special Resolution to apply to Court for leave to apply for a review of
the Scheme in terms of section 115(3)(b) of the Companies Act on
Last date for Cartrack to give notice of adoption of the Scheme Wednesday, 3 March
Special Resolution to Scheme Members who delivered written
notices to Cartrack objecting to the relevant special resolutions in
accordance with section 164 of the Companies Act
Last day for Dissenting Shareholders, by reason of the adoption of Thursday, 1 April
the Scheme Special Resolution to make a demand to Cartrack that
Cartrack pay such Dissenting Shareholders the fair value of all
Cartrack Shares held by them, in terms of section 164(7) of the
Companies Act on
The following dates assume that no Court approval or review of
the Scheme is required and will be confirmed in the finalisation
announcement if the Scheme becomes unconditional:
3
Compliance certificate to be received from the TRP on Thursday, 25 March
Expected Implementation Date of the Specific Repurchase (Specific Friday, 26 March
Repurchase Implementation Date)
Finalisation announcement expected to be released on SENS on Friday, 26 March
(Scheme Finalisation Date)
Finalisation announcement expected to be published in the South Friday, 19 March
African press on
Expected Scheme Last day to Trade, being the last day to trade Tuesday, 6 April
Cartrack Shares on the JSE in order to be recorded in the Register to
receive the Scheme Consideration (or part thereof) (Scheme Last
Day to Trade)
Expected suspension of listing of Cartrack Shares from the Main Wednesday, 7 April
Board of the JSE at commencement of trading on
Last day to deliver Forms of Surrender and Transfer (pink) and Friday, 9 April
Documents of Title (in order to receive the Scheme Consideration (or
part thereof) on the Scheme Operative Date) to be received by the
Transfer Secretaries, by 12h00 (SAST) on
Expected Scheme Consideration Record Date, being the date on Friday, 9 April
which Scheme Members must be recorded in the Register in order be
eligible to receive the Scheme Consideration, by close of trade on
Expected Scheme Operative Date on or about Monday, 12 April
Dematerialised Scheme Participants expected to have their accounts Monday, 12 April
(held at their CSDP or broker) debited with the Scheme Shares and
credited with the Scheme Consideration (or part thereof) on
Expected date of payment of the Scheme Consideration (or part Monday, 12 April
thereof) to be settled electronically or posted to Certificated Scheme
Participants (if the Form of Surrender and Transfer (pink) and
Documents of Title are received by the Transfer Secretaries by 12:00
on the Scheme Consideration Record Date) on
Expected termination of listing of Cartrack Shares on the Main Board Tuesday, 13 April
of the JSE at the commencement of trade on
Notes:
1. All of the above dates and times are subject to change by mutual agreement between Cartrack and Karooooo and with the
approval of the JSE and/or TRP. The dates have been determined based on certain assumptions regarding the dates by which
certain regulatory approvals including, but not limited to, that of the JSE and TRP, will be obtained and that no Court approval
or review of the Scheme will be required. Any change will be released on SENS and published in the South African press.
2. Unless otherwise indicated, all times given in this announcement and the Circular are South African Standard Time (SAST).
3. If the Scheme becomes operative, share certificates may not be Dematerialised or re-materialised after the Scheme Last Day
to Trade.
4. If any Scheme Member who votes against the Scheme Special Resolution exercises its rights in terms of section 115(3)(b) of
the Companies Act and applies to Court for a review of the Scheme, the dates and times set out above will need to be amended.
Cartrack Shareholders will be notified separately of the applicable dates and times under this process.
5. All dates and times applicable to the Reinvestment Offer will be set out in detail in the Karooooo Prospectus which will be made
available to Scheme Participants following the Scheme Meeting (which is expected to be on or about Monday, 15 March 2021)
but prior to the Scheme Operative Date (which is expected to be on or about Monday, 12 April 2021). The exact date and time
of the availability of the Karooooo Prospectus will be notified to Scheme Participants in due course.
4
Independent Board Responsibility Statement
The Independent Board, individually and collectively, accepts full responsibility for the accuracy of the
information contained in this announcement to the extent that it relates to Cartrack. In addition, the Independent
Board certifies that to the best of its knowledge and belief, the information contained in this announcement is
true and, where appropriate, does not omit anything that is likely to affect the importance of the information
contained herein pertaining to Cartrack, and that all reasonable enquiries to ascertain such information have
been made.
Johannesburg
Wednesday, 17 February 2021
Transaction Sponsor to Cartrack
Merrill Lynch South Africa Proprietary Limited
t/a BofA Securities
South African Legal Adviser and Tax Adviser to Karooooo
Edward Nathan Sonnenbergs Incorporated
Joint Financial Advisers to Karooooo
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Merrill Lynch (Singapore) Pte. Ltd.
Independent Expert
BDO Corporate Finance Proprietary Limited
South African Legal Adviser to the Independent Board of Cartrack
Norton Rose Fulbright South Africa Incorporated
Date: 17-02-2021 04:00:00
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