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Abridged Prospectus

Abridged Prospectus

Karooooo Ltd.
(previously Karoo Pte. Ltd.)
(a public company incorporated and registered in the Republic of Singapore)
(Unique Entity Number: 201817157Z)
JSE share code: KRO, ISIN: SGXZ19450089
(“Company” or “Karooooo”)


                                           ABRIDGED PROSPECTUS

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.

Capitalised words and expressions used in this Abridged Prospectus (defined below) shall, unless expressly
defined herein or indicated otherwise by the context, bear the same meanings as given to them in the
prospectus issued by the Company on Monday, 15 March 2021 (the “Prospectus”).

This abridged prospectus (the “Abridged Prospectus”) relates to:


    -   an invitation by Karooooo to Eligible Cartrack Shareholders to utilise up to a maximum of their Scheme
        Consideration of R42 per Scheme Share to subscribe for up to 9,543,706 Karooooo Shares (the
        “Karooooo Investment Shares”) in a ratio of 1 Karooooo Share at a subscription price equal to the
        Scheme Consideration as it pertains to 10 Scheme Shares held by the Eligible Cartrack Shareholder
        on the Scheme Record Date (“Reinvestment Entitlement Ratio”) (the “Reinvestment Offer”); and
    -   the inward secondary listing of approximately 29,876,600 Karooooo Shares on the Main Board of the
        JSE (the “JSE Listing”).

The information contained in this Abridged Prospectus is not complete and does not contain all the information
that investors should consider in relation to the Reinvestment Offer and the JSE Listing and should be read
together with the Prospectus and the Scheme Circular. This Abridged Prospectus is not an invitation to the
general public to subscribe for shares or other securities in the Company but is prepared and issued in terms
of the South African Companies Act, the South African Companies Act Regulations and the JSE Listings
Requirements for the purpose of providing information to Eligible Cartrack Shareholders with regards to
Karooooo and the Reinvestment Offer.

Furthermore, this Abridged Prospectus does not constitute an advertisement or a prospectus registered and/or
issued under the South African Companies Act. Any application or offer to subscribe for Karooooo Investment
Shares pursuant to the Reinvestment Offer will be made solely on the basis of the information that is contained
in, and the terms and conditions set forth in, the Prospectus.
                                                                                                                
If you are in any doubt as to any action you should take in relation to this Abridged Prospectus, please consult
your CSDP, banker, broker, legal advisor, accountant or other professional advisor immediately.


The release, publication or distribution of this Abridged Prospectus in certain jurisdictions may be restricted by
law and therefore persons in any such jurisdictions into which this Abridged Prospectus is released, published
or distributed should inform themselves about and observe any such restrictions. Any failure to comply with
the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.

To the extent that the release, publication or distribution of this Abridged Prospectus in certain jurisdictions
outside of South Africa may be restricted or prohibited by the laws of such foreign jurisdiction, then this
Prospectus is deemed to have been provided for information purposes only, and the Board and the Cartrack
Board do not accept any responsibility for any failure by such persons to inform themselves about, and to
observe, any applicable legal requirements in any relevant foreign jurisdiction.

1.   Background, introduction and prospects

     Eligible Cartrack Shareholders are referred to previous Cartrack SENS announcements, the last of which
     was published on SENS on 17 January 2021, and the Scheme Circular which was distributed to Cartrack
     Shareholders on 19 January 2021, wherein Cartrack Shareholders were advised of:


          -   a cash offer by Karooooo to acquire all the Cartrack Shares, other than those held by the Excluded
              Shareholders, by way of a scheme of arrangement in terms of section 114(1) (read with section
              115) of the Companies Act, proposed by the Cartrack Board between Cartrack and the Eligible
              Cartrack Shareholders, in terms of which, if the Scheme becomes operative, Karooooo will
              acquire the Scheme Shares from the Scheme Participants for a cash consideration of ZAR42.00
              per Scheme Share;
          -   the subsequent Delisting of the Cartrack Shares from the Main Board of the JSE, in the event that
              the Scheme becomes operative;
          -   the Reinvestment Offer; and
          -   the Specific Repurchase by Cartrack of the Cartrack Trust Shares from the Cartrack Trust for the
              Specific Repurchase Consideration.

     The Scheme and Specific Repurchase was approved by the requisite majority of Eligible Cartrack
     Shareholders and Cartrack Shareholders, respectively, on 17 January 2021. Once the Scheme becomes
     operative, Cartrack will become a wholly-owned subsidiary of Karooooo.

     Karooooo was incorporated in Singapore as a private limited company on 19 May 2018 and subsequently
     converted to a public limited company on 22 February 2021. It is wholly owned by IJ Calisto.

     Cartrack is a public company that listed on the JSE in December 2014. IJ Calisto is the current CEO of
     Cartrack. Karooooo acquired an approximately 68% interest in Cartrack effective 17 July 2019.
                                                                                                            
     Cartrack is a leading global provider of real-time mobility data analytics solutions for smart transportation
     which offers a comprehensive, cloud-based smart mobility platform for connected vehicles and other
     assets. Its software-as-a-service (“SaaS”) platform provides Cartrack customers with differentiated
     insights and analytics to optimise their businesses and workforce, increase efficiency and decrease costs,
     improve safety, monitor environmental impact, assist with regulatory compliance and manage risk. Its
     business is vertically integrated, which affords it complete autonomy with regards to the development of
     the capabilities and features that differentiate its applications as well as the speed of its innovation. Since
     Cartrack owns and controls every aspect of its smart device design, platform innovation and software
     application development, client acquisition and onboarding, customer service and the management of its
     back-end support, it is able to move quickly without any significant third-party dependencies and
     inefficiencies.

     Cartrack serves customers in 23 countries across five continents, supporting more than 1.3 million
     subscribers as at 31 January 2021 and its highly scalable platform serves both large multinational
     enterprises and individual consumers alike, enabling it to address a large, growing and underpenetrated
     global market.
 
     Cartrack’s proprietary SaaS platform acts as a central nervous system for connected vehicles and other
     mobile assets, such as construction equipment, generators, refrigeration units, trailers and boats. The
     platform collects, processes, and analyses data via two-way communication with its proprietary hardware
     technology or third party devices in each vehicle or other asset, providing Cartrack users with visibility
     into their fleets from a single, user friendly interface with reporting and tracking capabilities that deliver
     actionable insights in real-time. Cartrack’s intuitive web-based applications provide a comprehensive set
     of software features for managing fleets and related workforces without the need for customers to incur
     upfront information technology costs and include advanced functionality such as real-time high speed
     video streaming. Cartrack provides customers with the flexibility to deploy its solutions across a range of
     vehicles, including electric vehicles, and other assets and to use its platform alone or in conjunction with
     the systems of original equipment manufacturers (“OEMs”) and other third parties. Cartrack is committed
     to the continued enhancement of its customer experience and retention by driving innovation in the
     platform, adding functionality, new software features and integration with OEM solutions. The benefits of
     the platform to Cartrack customers include increased productivity, efficiency, sustainability, and regulatory
     compliance. Cartrack empowers its customers, which range from consumers to large enterprise fleets,
     with actionable intelligence to enhance profitability, better serve its customers, and strengthen safety and
     security. Cartrack defines customers at the enterprise or consumer level and subscribers as each vehicle
     or asset it services. Cartrack currently tracks over 1.3 million vehicles and other assets daily with a
     platform uptime of 99.9% and collected an average of over 50 billion data points per month over the six-
     month period ended 30 January 2021.

     Subject to the Scheme becoming operative, Cartrack will become a wholly-owned subsidiary of Karooooo.
                                                                                                                  
     Karooooo, if listed on the NASDAQ, will enhance the profile of the Cartrack Group to accelerate its global
     growth strategy and attract and retain international talent to Singapore, a country that has a track record
     in attracting global talent. It will provide the Cartrack Group with access to global technology infrastructure
     and research and development.

     The Company will be able to attract a substantially larger and more diverse international pool of investors
     and will have access to the global capital markets.

     The Company could attract a re-rated valuation on the NASDAQ and the Karooooo Shares may have
     improved liquidity.

     The Directors believe that the Company has excellent prospects based on the following:

         -   the Company has an experienced, well-balanced, innovative and well-motivated leadership and
             management team; and
         -   the Cartrack Group already has representation in a number of countries and has customers
             around the world.

     The JSE has conditionally granted the Company the JSE Listing of approximately 29,876,600 Karooooo
     Shares in the “Software” sector and sub-sector of the JSE list with the abbreviated name “Karoo”, JSE
     share code “KRO” and ISIN SGXZ19450089, which trading in respect of the Karooooo Investment Shares
     to be issued in terms of the Reinvestment Offer, will be with effect from the commencement of business
     on Wednesday, 14 April 2021.


2.   Directors of the Company

     Name                       Position                                 Business Address

     IJ Calisto                 Group Chief Executive Officer and        10 Anson Road, #12-14, International
                                Executive Director                       Plaza, Singapore (079903)
     M Grundlingh               Group Chief Financial Officer and        10 Anson Road, #12-14, International
                                Executive Director                       Plaza, Singapore (079903)
     DJ Brown                   Independent Non-Executive                4 Ebury Lane, Bryanston
                                Chairman
     A Leong                    Independent Non-Executive Director       10 Anson Road, #12-14, International
                                                                         Plaza, Singapore (079903)
     B Nagle                    Independent Non-Executive Director       7 Villa Dante, Centre Road, Morningside,
                                                                         Johannesburg, South Africa, 2196

3. Summarised financial information

    This section should be read in conjunction with the summary financial information included in Section 1,
    paragraph 19 of the Prospectus and Annexures H to O of the Prospectus. The financial information                                                                                                
    contained in this announcement is the responsibility of the Directors and has not been reviewed or
    reported on by the Company’s auditors or the Reporting Accountants.

    Karooooo believes that maintaining strong financial discipline and prudent investment of capital provides
    a strong foundation for growth. For the nine months ended November 30, 2020, Karooooo’s subscriber
    base grew by an additional 119,574 subscribers to 1,246,089, despite the effects of the COVID-19
    pandemic. During the year ended February 29, 2020, Karooooo reached the milestone of one million
    subscribers, growing its subscriber base by 165,717 subscribers to 1,126,515 subscribers. The business
    has experienced rapid growth, strong profitability and capital efficiency in recent years. For the year ended
    February 29, 2020, subscription revenues of R1,888 million were generated, compared to subscription
    revenues of R1,521 million for the year ended February 28, 2019, reflecting year-over-year growth of
    24%, with subscription revenue representing 97% of total revenue. For the nine months ended November
    30, 2020, subscription revenues of R1,635 million were generated, compared to subscription revenues of
    R1,385 million, reflecting period-over-period growth of 18%, with subscription revenue representing 98%
    of total revenue.

    Karooooo’s profit was R443.5 million and R361.0 million, for the years ended February 29, 2020 and
    February 28, 2019, respectively, reflecting year-over-year growth of 22.8%. Operating profit was R630.9
    million and R499.9 million for the years ended February 29, 2020 and February 28, 2019, respectively,
    reflecting year-over-year growth of 26.2% and Adjusted EBITDA was R937.5 million and R738.4 million
    for the years ended February 29, 2020 and February 28, 2019, respectively, reflecting year-over-year
    growth of 27.0%. Profit for the period was R394.9 million and R329.4 million for the nine months ended
    November 30, 2020 and November 30, 2019, respectively, representing year-over-year growth of 19.9%.
    Operating profit was R566.0 million and R468.3 million, for the nine months ended November 30, 2020
    and November 30, 2019 respectively, reflecting year-over-year growth of 20.8% and Adjusted EBITDA
    was R855.3 million and R699.0 million for the nine months ended November 30, 2020 and November 30
    2019, respectively, reflecting year-over-year growth of 22.4%.

    Finally, Karooooo believes strong net cash generated from operating activities is an important factor in
    supporting Karooooo’s robust business model and indicates Karooooo’s ability to provide the capital
    necessary to invest in subscriber growth and territorial expansion. For the years ended February 29, 2020
    and February 28, 2019, respectively, net cash generated from operating activities was R901.2 million and
    R472.3 million, reflecting year-over-year growth of 90.8%. For the nine months ended November 30, 2020
    and November 30, 2019, respectively, net cash generated from operating activities totaled 714.2 million
    and R664.5 million, reflecting year-over-year growth of 7.5%. This growth reflected increased profitability
    and improved working capital efficiency.

4. Reinvestment offer


  4.1.   Background


         The Reinvestment Offer will enable the continued participation of the Scheme Participants in the
         Cartrack Group following the implementation of the Scheme. Scheme Participants are provided with
         an election to subscribe for the Karooooo Investment Shares utilising all or part of their Scheme
         Consideration pursuant to the Reinvestment Offer, which is separate but indivisible from the Scheme.

         Notwithstanding the fact that the Reinvestment Offer is conditional on the Scheme becoming
         operative, participation by the Scheme Participants in the Reinvestment Offer is entirely at the
         discretion of such Scheme Participants. In other words, Scheme Participants are not obliged to
         participate in the Reinvestment Offer.

         Karooooo’s issued share capital (excluding any Karooooo Shares that may be issued pursuant to
         the Listings in connection with any primary capital raise that may be undertaken by Karooooo) will
         constitute 1/10 of the total issued share capital of Cartrack as at the Last Practicable Date.
         Accordingly, participating in the Reinvestment Offer will result in such Scheme Participants being
         entitled to subscribe for 1 Karooooo Investment Share for every 10 Scheme Shares in accordance
         with the Reinvestment Entitlement Ratio, which will result in the value of a Scheme Participant’s
         effective interest in Cartrack remaining unchanged after full reinvestment and prior to any potential
         primary capital raise that may be undertaken by Karooooo.

         Any fractional interest in Karooooo Investment Shares that may result from the Reinvestment
         Entitlement Ratio being applied to the number of Karooooo Shares issued by Karooooo pursuant to
         the Reinvestment Offer shall be rounded down to the nearest whole number, resulting in issues of
         whole Karooooo Investment Shares, and the balance of the Scheme Consideration will be refunded
         in cash.

         The effect of applying the Reinvestment Entitlement Ratio is that, if Eligible Cartrack Shareholders,
         who subsequently became Scheme Participants participate in the Reinvestment Offer at an amount
         equal to their full Scheme Consideration, they will hold the same percentage shareholding in
         Karooooo as the percentage shareholding previously held in Cartrack, save for any new Karooooo
         Shares that may be issued to investors pursuant to the NASDAQ Listing other than the Eligible
         Cartrack Shareholders who subsequently became Scheme Participants.


4.2.   Participation in the Reinvestment Offer


       Each Eligible Cartrack Shareholder shall have the right to subscribe for 1 Karooooo Investment
       Share (rounded down to the nearest whole number) for every 10 Cartrack Shares held by the Eligible
       Cartrack Shareholder.

       If you elect to participate in the Reinvestment Offer then, notwithstanding anything to the contrary
       contained in the Prospectus , you will not receive your Scheme Consideration (or the relevant portion
       thereof) in cash. In so electing, Cartrack shall be authorised to instruct Karooooo, on your behalf, to
       apply your Scheme Consideration (or part thereof) in settlement of your obligation to pay the
       subscription price for the Karooooo Investment Shares in accordance with the terms and conditions                                                                                                   
       of the Reinvestment Offer, thereby extinguishing in full the obligation by Cartrack to remit such
       Scheme Consideration (or part thereof) to you pursuant to the Scheme.

       By acquiring Karooooo Investment Shares, the holders of the Karooooo Investment Shares
       acknowledge that (i) they are acquiring such shares in a transaction outside the United States, (ii)
       they may not resell the Karooooo Investment Shares within the United States or to a U.S. person for
       40 days following their acquisition of the Karooooo Investment Shares and (iii) they understand that
       Karooooo will prohibit Computershare Trust Co., N.A. and Computershare Investor Services
       Proprietary Limited from effecting any transfers of Karooooo Investment Shares, or interests therein,
       out of the SA Administrative Depositary Register during such 40-day period.

       Each Eligible Cartrack Shareholder who subsequently becomes a Scheme Participant in respect of
       the Reinvestment Offer (as notified to such Eligible Cartrack Shareholder in terms of Section 2 of the
       Prospectus), may complete the Participation Form (grey) enclosed in the Prospectus and indicate
       the number of Karooooo Investment Shares that it wishes to subscribe for, utilising all or a portion of
       its Scheme Consideration pursuant to the Reinvestment Offer.

       The Participation Form (grey) attached as Annexure D to the Prospectus must only be completed by
       Eligible Cartrack Shareholders who subsequently become Scheme Participants if they hold their
       Cartrack Shares in certificated form and returned to the Administrator by no later than 12:00 on
       Friday, 9 April 2021 either: (i) by hand at the following address: Rosebank Towers, 15 Biermann
       Avenue, Rosebank, 2196; or (ii) by post at the following address: PO Box 61763, Marshalltown,
       2107; or (iii) by email to corporate.events@computershare.co.za.

       For the avoidance of doubt, Eligible Cartrack Shareholders who subsequently become Scheme
       Participants and hold their Cartrack Shares in Dematerialised form must not complete the
       Participation Form and should instead contact their CSDP or broker.

       Should you require assistance in completing your Participation Form (grey), you can contact the
       Karooooo call centre, operated by the Administrator, on +27 11 370 5000. The Karooooo call centre
       operating hours are from 09:00 until 17:00 from Monday to Friday.

4.3.   Allocation and settlement of Karooooo Investment Shares

       Once the Reinvestment Offer closes at 12:00 on Friday, 9 April 2021, the Karooooo Investment
       Share allocation process will start.

       Allocation of Karooooo Investment Shares: Karooooo will allocate such number of Karooooo
       Investment Shares to Scheme Participants who have duly applied for such Karooooo Investment
       Shares at the same value at which the Scheme Shares have been acquired by Cartrack pursuant to
       the Scheme, on the basis that for every 10 Scheme Shares that a Scheme Participant holds, it will
       be entitled to utilise its Scheme Consideration (or a part thereof) to subscribe for 1 Karooooo                                                                                                       
       Investment Share (rounded down to the nearest whole number). Such Karooooo Investment Shares
       will be listed on the JSE in terms of the JSE Listing.

       The Scheme Participants will be notified by way of telephone, e-mail or post of the number of
       Karooooo Investment Shares allocated to them and the amount of the Scheme Consideration to be
       refunded to them as a result of their fractional interest in Karooooo Shares pursuant to the
       Reinvestment Offer, if any.

       The Karooooo Investment Shares allocated to the Scheme Participants will be credited to the
       brokerage accounts of Scheme Participants or Dematerialised securities accounts opened with the
       Administrator in Dematerialised form only.

       Accordingly, Karooooo will cause a Dematerialised securities account to be opened with a third party
       service provider. On the Effective Date, Karooooo will procure the crediting of the allocated Karooooo
       Investment Shares due to either:


           -   the securities account with a CSDP or broker specified by the Scheme Participant in the
               Participation Form; or


           -   if the Scheme Participant does not have such a securities account in place, an individual
               sub-account with a new Dematerialised securities account to be opened with the
               Administrator or a third party service provider.


4.4.   Dematerialisation of the Karooooo Investment Shares

       If you hold shares in certificated form you should pay special attention to the provisions of the
       following paragraph since Karooooo will not issue any individual share certificates in relation to the
       Karooooo Investment Shares. In order to receive your Karooooo Shares in Dematerialised form, you
       will be required to move into a Dematerialised environment or, if you do not wish to receive your
       Karooooo Investment Shares in Dematerialised form, you will receive a statement of allocation from
       the South African Transfer Secretaries in respect of your Karooooo Shares. If you are in any doubt
       as to what action you should take, please consult your broker, CSDP, banker, attorney or other
       professional advisor.

       For the purposes of the Reinvestment Offer, Eligible Cartrack Shareholders will receive their
       respective Karooooo Investment Shares in Dematerialised form only. Accordingly, Eligible Cartrack
       Shareholders who hold their Cartrack shares in certificated form (“Certificated Shareholders”) and
       who wish to receive their Karooooo Investment Shares must appoint a CSDP under the terms of the
       FMA, directly or through a broker, to receive the Karooooo Investment Shares on their behalf. Should
       a Certificated Shareholder not appoint a CSDP under the terms of the FMA, directly or through a
       broker, to receive the Karooooo Investment Shares on their behalf, they will be issued with a
       statement of allocation representing their Karooooo Investment Shares by the South African Transfer
       Secretaries. Such Certificated Shareholders can instruct the South African Transfer Secretaries to                                                                                                            
       transfer their Karooooo Investment Shares represented by the statement of allocation to their
       appointed CSDP.

4.5.   Tax considerations

       The following summary describes the principal South African income tax and STT considerations
       generally applicable to the acquisition, holding and disposal of Karooooo Shares listed on the
       exchange operated by the JSE. This summary is based on the current provisions of the South African
       Income Tax Act, the South African STT Act and the prevailing practice adopted by the South African
       Revenue Service published in writing prior to the date hereof. This summary does not consider
       legislative proposals to amend the South African Income Tax Act or the South African STT Act.

       This summary is of a general nature only and is not intended to be legal or tax advice to any particular
       Eligible Cartrack Shareholder. The below summary is based on the Company not being a South
       African income tax resident (“SA Tax Resident”). This summary is not exhaustive of all South African
       tax considerations. Accordingly, the Eligible Cartrack Shareholders should consult their own tax
       advisors as to the tax consequences under the tax laws of the country of which they are resident or
       otherwise subject to tax, in respect of investing in the Karooooo Investment Shares.

       Karooooo is a foreign company as defined in section 1 of the South African Income Tax Act.
       Dividends paid by Karooooo in respect of the Karooooo Shares will be foreign dividends where that
       amount is treated as a dividend or similar payment by Karooooo for the purposes of the laws relating
       to tax on income on companies of the country in which that foreign company has its place of effective
       management (i.e. Singapore) and such dividend does not constitute a share in Karooooo.

       The tax treatment of the Karooooo Shares for each category of shareholder is set out below:

       South African Tax Resident Eligible Cartrack Shareholders

       Holders of Karooooo Shares that are South African income tax residents (“SA Tax Resident
       Shareholders”) are subject to South African income tax on their worldwide income.

       An individual will be a SA Tax Resident if such individual is “ordinarily resident” in South Africa or if
       the requirements of the physical presence test are met. The physical presence test requires the
       individual to have been present in South Africa for more than 91 days in each of the most recent 6
       years (including the current year) and more than 915 days during the first 5 years of that period.

       A person’s residence status for exchange control purposes may be different to that person’s
       residence status for tax purposes.

       A legal person (i.e. a company, close corporation or trust) is considered to be SA Tax Resident if it
       is incorporated, established or formed in South Africa or has its place of effective management in
       South Africa.
                                                                                                     
      The South African Income Tax Act excludes from the definition of resident all persons (legal or
      natural) that are deemed to be exclusively resident in another country for the purposes of the
      application of an agreement for the avoidance of double taxation to which South Africa is a party.
      Eligible Cartrack Shareholders with questions regarding their tax residency should consult their tax
      advisors.

     Individuals and Trusts

     Individuals and trusts will obtain a base cost in the Karooooo Investment Shares equal to the Scheme
     Consideration applied to subscribe for the Karooooo Investment Shares (in the case of capital
     investors).

     Individuals and trusts will be allowed as a deduction under section 11(a) of the South African Income
     Tax Act the amount of the Scheme Consideration applied to subscribe for such Karooooo Investment
     Shares (in the case of share dealers).

     Dividends Tax at 20% will be withheld on any cash foreign dividends declared and paid by Karooooo
     to individuals and trusts holding Karooooo Shares listed on the exchange operated by the JSE,
     subject to any applicable exemptions that may apply.

     Foreign dividends declared and paid by Karooooo (excluding such dividends that consist of a
     distribution of an asset in specie) will typically be exempt from income tax in the hands of individuals
     and trusts, subject to certain anti-avoidance legislation. Dividends that consist of a distribution in
     specie will be partially exempt, as determined in terms of a formula.

     Individuals and trusts that dispose of their Karooooo Shares will be subject to either income tax (in
     the case of share dealers) or capital gains tax (in the case of capital investors).

     A CFC is a foreign company in which more than 50% of the participation rights/voting rights are
     directly or indirectly held/exercisable by SA Tax Residents who are not headquarter companies.
     Certain profits of CFCs are included in the taxable income of certain SA Tax Resident Shareholders.

     Immediately after the implementation of the Scheme, the Karooooo Investment Shares will not be
     held more than 50% by SA Tax Resident Shareholders (having regard to Scheme Participants) and
     thus the Company will not be a CFC directly after the implementation of the Scheme.

    The shareholder base of the Company, classified either as SA Tax Resident Shareholders or Non-
    SA Tax Resident Shareholders (defined below), may vary over time. Where the Company achieves
    CFC status in future, only those SA Tax Resident Shareholders holding, alone or together with any
    connected person, 10% or more of the Karooooo Shares must include in their taxable income (i.e. 
    impute unless any of the exemptions from imputation apply) their proportion of the “net income” of
    the Company, with such proportion being their proportional shareholding equivalent to the
    percentage of their shareholding in the Karooooo Shares.
                                                                                                  
    SA Tax Resident Shareholders who, together with connected persons, acquire more than 10% (ten
    percent) of the Karooooo Shares in future are advised to obtain tax advice regarding whether they
    will have a South African tax exposure as a result of the Company potentially being a CFC as at that
    date, having regard to the Company’s shareholder base as at that point in time.

    SA Corporates

    SA Corporates will obtain a base cost in the Karooooo Investment Shares equal to the Scheme
    Consideration applied to subscribe for the Karooooo Investment Shares.

    SA Corporates will be allowed as a deduction under section 11(a) of the South African Income Tax
    Act the amount of the Scheme Consideration applied to subscribe for such Karooooo Investment
    Shares (in the case of share dealers).

     Dividends Tax at 20% will be withheld on any cash foreign dividends declared and paid by Karooooo
     to SA Corporates holding Karooooo Shares listed on the exchange operated by the JSE, subject to
     any applicable exemptions that may apply. SA Corporates that have submitted the prescribed
     information to their Regulated Intermediary or the Company prior to payment of the relevant cash
     foreign dividend will qualify for the exemption from Dividends Tax. Foreign dividends declared and
     paid by Karooooo (distribution of an asset in specie or cash dividends) will typically be exempt from
     income tax in the hands of SA Corporates, subject to certain anti-avoidance legislation.

     SA Corporates that dispose of their Karooooo Shares will be subject to either income tax (in the case
     of share dealers) or capital gains tax (in the case of capital investors).

     The comments relating to the CFC considerations for South African Tax Resident individuals and
     trusts above, apply equally to SA Corporates.

     Non-South African Tax Resident Shareholders

     Holders of Karooooo Shares that are non-resident for South African income tax purposes (“Non-SA
     Tax Resident Shareholders”) will only be subject to tax on income derived from a South African
     source.

     Non-SA Tax Resident Shareholders who subscribe for Karooooo Investment Shares will, in the case
     of capital investors where such Karooooo Investment Shares are attributable to a permanent
     establishment of the Non-SA Tax Resident Shareholder in South Africa, obtain a base cost in the
     Karooooo Investment Shares equal to the Scheme Consideration applied to subscribe for such
     Karooooo Shares.

     Non-SA Tax Resident Shareholders who subscribe for Karooooo Investment Shares will, in the case
     of share dealers where such Karooooo Investment Shares are attributable to a permanent
     establishment of the Non-SA Tax Resident Shareholder in South Africa, be allowed as a deduction                                                                                                     
     under section 11(a) of the South African Income Tax Act the amount of the Scheme Consideration
     applied to subscribe for such Karooooo Investment Shares.

      No Dividends Tax will be withheld on any cash foreign dividends declared and paid by the Company
      to Non-SA Tax Resident Shareholders holding Karooooo Investment Shares listed on the exchange
      operated by the JSE as a specific exemption is applicable in terms of the South African Income Tax
      Act.

      Non-SA Tax Resident Shareholders should not be subject to South African income tax in respect of
      foreign dividends on the basis that these dividends arise from a source outside South Africa.

      Non-SA Tax Resident Shareholders that dispose of their Karooooo Shares listed on the exchange
      operated by the JSE will not be subject to tax in terms of the South African Income Tax Act, provided
      that the Karooooo Investment Shares are not attributable to a permanent establishment of the Non-
      SA Tax Resident Shareholder in South Africa.

      STT

      Issue of shares

             -   No STT will arise on the issue of Karooooo Shares by Karooooo.

      Transfer of shares

             -   STT is imposed on, inter alia, the transfer of beneficial ownership in shares which are listed
                 on the JSE in a company which has been incorporated outside of South Africa. STT will thus
                 apply where the beneficial ownership of Karooooo Shares is transferred provided that such
                 shares are listed on the JSE. The transfer of Karooooo Shares which are not listed on the
                 JSE will not attract STT.


             -   STT is levied at a rate of 0.25%, applied to the consideration provided for the transfer of the
                 share, or where such amount is less than the lowest price of that share, the closing price of
                 that share. STT is ultimately recoverable from the person to whom such share is transferred.


             -   The South African STT Act contains a number of specific exemptions from STT.

5.   Conditions to the Reinvestment Offer and JSE Listing

      The issue of the Karooooo Investment Shares is, among other things, subject to the Scheme
      becoming unconditional. It should be noted that the only condition to the JSE Listing is the Company
      achieving a reasonable spread of shareholders acceptable to the JSE, being public shareholders
      who are unaffiliated with Karooooo holding not less than 20% of the Karooooo Shares on the JSE in
      issue across both share registers at the point of listing on the JSE. The Company has made
      arrangements with the JSE’s Clearing and Settlement Division to ensure that there will be sufficient                                                                                                         
      scrip available on the South African share register at the point of listing on the JSE. Confirmation of
      the shareholder spread will be provided to the JSE by no later than 48 hours prior to the JSE Listing.

6.   The potential Primary Offer and Sell-down

     If the Company undertakes a Primary Offer and/or if IJ Calisto undertakes a Sell-down on the
     NASDAQ, full details of a Primary Offer and a Sell-down will be published on the SENS following the
     publication of the Prospectus. Eligible Cartrack Shareholders are advised that if the Company
     undertakes a Primary Offer, the Company’s total current issued shares of 20,332,894 would be
     impacted. The increase in the number of Karooooo Shares in issue pursuant to a Primary Offer will
     result in an increase to the total number of shares in issue on the JSE and a dilution to such Eligible
     Cartrack Shareholder’s percentage beneficial shareholding in Karooooo. The final issued shares of
     Karooooo will increase by the number of Karooooo Shares issued in a Primary Offer, plus the Shares
     that Eligible Cartrack Shareholders choose to accept in terms of the Reinvestment Offer. The pro-
     forma scenarios dealing with the Reinvestment Offer are set out in Annexure N of the Prospectus. In
     the case of a Primary Offer, Cash and Cash Equivalents as reflected in the statement of financial
     position in Annexure N of the Prospectus will increase by the cash received under a Primary Offer
     less any associated costs, which may increase or decrease the net asset value per Karooooo Share.

     A Sell-down, if undertaken, would have no impact on the beneficial ownership of an Eligible Cartrack
     Shareholder as there will be no issue of new Karooooo Shares in terms of a Sell-down. Should a Sell-
     down occur and a Primary Offer be made, IJ Calisto, who currently is the beneficial owner of 68.5% of
     Cartrack, would not reduce his shareholding in Karooooo below an effective shareholding of 55%.
                                                                                                                                    
7.      Salient dates and times
                                                                                                                                2021
        Posting of Prospectus and opening date of the Reinvestment Offer at 09:00 on                                Monday, 15 March
        Expected listing of Karooooo on the NASDAQ with effect from the commencement of
        business (09:30 GMT - 04:00) on                                                                           Wednesday, 31 March
        Finalisation announcement published on SENS on                                                            Wednesday, 31 March

        Finalisation announcement published in the South African press on                                            Thursday, 1 April
        Last day to trade in Cartrack Shares in order to be eligible to receive the Scheme
        Consideration                                                                                               Tuesday, 13 April
        Expected suspension of listing of Cartrack Shares from the Main Board of the JSE at
        commencement of trading on                                                                                Wednesday, 14 April
        Scheme Consideration Record Date                                                                             Friday, 16 April

        Closing date of the Reinvestment Offer* at 12:00 on                                                          Friday, 16 April
        Scheme Participants in respect of the Reinvestment Offer expected to receive their
        allocated Karooooo Investment Shares, being the date on which Karooooo Investment
        Shares are credited to Dematerialised securities accounts opened with the
        Administrator or their brokerage accounts                                                                 Wednesday, 21 April
        Expected JSE Listing with effect from the commencement of business on
                                                                                                                  Wednesday, 21 April
        Termination of listing of the Cartrack Shares on the JSE                                                   Thursday, 22 April

      Notes:
      1. All dates and times are subject to change by Cartrack or Karooooo (subject to the approval of the NASDAQ, JSE, TRP and
         CIPC, if required).
      2. The dates have been determined based on certain assumptions regarding the dates by which certain shareholder and
         regulatory approvals including, but not limited to, that of the NASDAQ will be obtained. Cartrack Shareholders will be notified
         of any amendments to these Salient Dates and Times on SENS and in the South African press.
      3. All dates and times indicated above are South African standard dates and times.



8.      Availability of the Prospectus

        The Prospectus is only available in English. Copies of the Prospectus may be obtained during normal
        business hours from 08h00 until 16h30 from Monday, 15 March 2021 to Wednesday, 21 April 2021 at
        the Company's principal place of business in South Africa, being 11 Keyes Avenue, Rosebank, 2196
        or from the offices of Karooooo’s JSE Sponsor, details of which are set out in the “Corporate
        Information and Advisors” section of the Prospectus.

        The Prospectus can also be obtained from the Company’s website at www.karooooo.com and
        Cartrack’s website at www.cartrack.co.za/investor-relations.

        Kindly note that physical copies of the Prospectus may not be available at all times at the
        abovementioned locations.


Johannesburg
Monday, 15 March 2021

Sponsor to Karooooo
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.

Date: 15-03-2021 09:00:00
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.

Attachments

SENS_20210315_S443655.pdf