Cartrack founder and majority shareholder Zak Calisto plans to delist the group and float his holding group on the US’s Nasdaq exchange. And, while Karooooo, Calisto’s Singapore-registered company and Cartrack’s controlling shareholder, is offering minority shareholders R42 per share, it has also invited them along for the ride if they want to remain invested.
Cartrack says the deal will align its corporate and operating structure with its growing international operations and global growth strategy, while providing access to global technology infrastructure and research and development. It will also help expand its investor base, provide access to global capital markets and potentially lead to a rerating of its valuation. The developments come after previous discussions with a foreign investor aimed at restructuring the vehicle telematics group and listing on a major stock exchange were terminated last July.
Cartrack said Karooooo had made a firm offer to acquire all the outstanding shares in the company other than those held by itself and the Executive Incentive Trust at R42 per share, valuing the potential transaction at R4.01 billion. However, it said Karooooo planned to give those shareholders who wanted to remain invested in the long-term value, benefits and growth opportunities the chance to remain invested. Karooooo and the Trust will not form part of the scheme.
If the deal goes ahead, Karooooo will apply for a listing on the Nasdaq Global Select Market, with a secondary inward listing on the JSE. Current Cartrack shareholders will be entitled to utilise up to a maximum of the proceeds they receive from the offer to subscribe for Karooooo shares. That will result in the value of their effective interest in Cartrack remaining unchanged after the full reinvestment and prior to any primary capital that Karooooo may raise from new investors.
Calisto and Karooooo, who own a combined 68% of Cartrack’s stock, won’t vote in the scheme of arrangement. Shareholders holding about 80% of the remaining stock have undertaken to support the transaction, as well as the reinvestment option.
Main Image: CarTrack
