Results of Reinvestment Offer
Results of Reinvestment Offer
(previously Karoo Pte. Ltd.)
(a public company incorporated and registered in the Republic of Singapore)
(Unique Entity Number: 201817157Z)
JSE share code: KRO NASDAQ share code: KARO
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.
RESULTS OF REINVESTMENT OFFER
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings in
the prospectus issued to Cartrack Shareholders on Monday, 15 March 2021.
Eligible Cartrack Shareholders are referred to previous SENS announcements issued by Karooooo relating
to the Reinvestment Offer, the last of which was published on SENS on Tuesday, 6 April 2021 and are
advised that the Reinvestment Offer closed on Friday, 16 April 2021.
Karooooo is pleased to announce that 98.6% of the Eligible Cartrack Shareholders opted in favour of
remaining invested in Karooooo.
Eligible Cartrack Shareholders holding 9,410,712 Karooooo Investment Shares have participated in the
Reinvestment Offer and, pending final approval of the JSE, Karooooo will by way of an inward secondary
listing list all its issued shares on the Main Board of the JSE. Of the 9,410,712 KRO shares, 5,774,312 are
public shareholders constituting a 61.4% free float.
Eligible Cartrack Shareholders will receive their allocated Karooooo Investment Shares on Wednesday,
21 April 2021. The allocated Karooooo Investment Shares will be credited to the brokerage accounts of
Eligible Cartrack Shareholders or Dematerialised securities accounts opened with the Administrator in
Dematerialised form only.
As no fraction of a Karooooo Investment Share will be issued, any entitlement which results in a fractional
entitlement will be rounded up or down to the nearest whole number.
An application has been submitted to the JSE for an inward secondary listing of 30,951,106 Karooooo
Shares (21,540,394 of which are issued on the US shares register and 9,410,712 of which will be issued on
the SA share register) in the “Software” sector and sub-sector on the Main Board of the JSE under the
abbreviated name “Karoo”, JSE share code “KRO” and ISIN: SGXZ19450089 with effect from the
commencement of trade on Wednesday, 21 April 2021.
Karooooo is listed on the NASDAQ Stock Market and will own 100% of Cartrack upon its inward secondary
listing on the JSE.
Monday, 19 April 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: 19-04-2021 07:30:00
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.