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Karooooo announces launch of Initial Public Offering in the United States

Karooooo announces launch of Initial Public Offering in the United States

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”)

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 related to the Reinvestment Offer 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 related to the Reinvestment
Offer in the United States. In particular, the securities related to the Reinvestment Offer 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 related to the Reinvestment Offer
in the United States.


     KAROOOOO ANNOUNCES LAUNCH OF INITIAL PUBLIC OFFERING IN THE UNITED STATES


Capitalised words and expressions used in this announcement 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”).


Eligible Cartrack Shareholders are referred to the abridged prospectus announcement issued by the Company
on SENS on Monday, 15 March 2021 and the Prospectus relating to the Reinvestment Offer and the JSE
Listing and are advised that Karooooo has on Monday, 22 March 2021 launched a roadshow for an initial
public offering of its ordinary shares in the United States (the “Initial Public Offering”).


Karooooo is offering 2,500,000 of its ordinary shares pursuant to the Primary Offer and Isaias (Zak) Jose
Calisto, Karooooo’s chief executive officer is offering 1,500,000 of Karooooo’s ordinary shares pursuant to the
Sell-down. In addition, the underwriters of the Initial Public Offering will have an option to purchase up to an
additional 600,000 ordinary shares from Karooooo. The price per ordinary share will be determined following
the bookbuilding process. Karooooo has applied to list its ordinary shares on the Nasdaq Global Select Market
under the symbol “KARO.”


Morgan Stanley and BofA Securities are acting as lead book-running managers for the Initial Public Offering.
William Blair is acting as book running manager, and Canaccord Genuity, Raymond James and Stifel are
acting as co-managers for the Initial Public Offering.


The Initial Public Offering will be made only by means of a prospectus filed with the U.S. Securities and
Exchange Commission. Copies of the preliminary prospectus relating to the Initial Public Offering, when
available, may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick
Street, Second Floor, New York, New York 10014; or BofA Securities, Attention: Prospectus Department, NC1-
004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, or by email at
dg.prospectus_requests@bofa.com.

                                                                                                                  
A registration statement relating to the securities to be offered in the Initial Public Offering in the United States
has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy
these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.


This announcement and the proposed offering of Karooooo Shares in terms of the Primary Offer and Sell-
down does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for securities in South Africa, including an offer to the public in terms of section 95(1)(h) of the South
African Companies Act and will not be distributed to any person in South Africa in any manner that could be
construed as an offer to the public in terms of the South African Companies Act.


Furthermore, this announcement does not constitute an advertisement or a prospectus registered and/or
issued in terms of the South African Companies Act and nothing in this announcement should be viewed, or
construed, as “advice”, as that term is used in the South African Financial Markets Act, No. 19 of 2012, as
amended, and/or Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended.

Eligible Cartrack Shareholders participating in the Reinvestment Offer


Eligible Cartrack Shareholders are referred to the Prospectus and are advised that the increase in the number
of Karooooo Shares in issue pursuant to a Primary Offer would 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 would be no issue of new Karooooo Shares in terms of a Sell-down.

Salient dates and times

                                                                                                                  2021
Expected pricing announcement and filing of the registration statement with the SEC on              Tuesday, 30 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.




Johannesburg
Tuesday, 23 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: 23-03-2021 07:05:00
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Attachments

SENS_20210323_S443933.pdf