Cartrack chief executive Zak Calisto and an investment holding company that holds the shares of his direct families in the listed fleet management, stolen vehicle recovery and insurance telematics group together now own 68.45% of the issued share capital in the company.
This follows the acquisition by investment holding company Karoo Private Limited of 204.5 million shares in Cartrack in an off-market transaction from One August Holdings for a total of R2.7 billion effective from Wednesday this week, which increased Karoo’s shareholding in Cartrack to 68.17%.
Cartrack chief executive Zak Calisto owns a further 0.28% of the issued share capital of Cartrack in his own name.
Calisto and his direct families own Karoo Private Limited and the transaction was entered into for the purposes of Karoo acquiring and owning shares in Cartrack.
Cartrack said on Thursday a mandatory offer was to be made to shareholders in the company to acquire their shares at R13.44 a share.
Cartrack shares closed at R18.75 on Thursday.
The mandatory offer to Cartrack shareholders was triggered by Karoo holding more than 35% of the issued share capital of Cartrack.
The R13.44 a Cartrack share price being offered to Cartrack shareholders is the highest price at which Karoo or its concert parties acquired Cartrack shares in the six months before offer period.
The transaction was concluded in the same week that Cartrack reported it had passed the one million subscriber mark following its rapid expansion beyond Southern Africa into Europe and Asia-Pacific since its launch in 2004.
This expansion resulted in Cartrack developing an extensive footprint in 23 countries across Africa, Europe, North America, Asia Pacific and the Middle East.
Cartrack confirmed in November last year it was considering expanding its operations into France and Germany, and was making progress with its engagement with original equipment manufacturers (OEM) about vehicle telematics partnerships.
The company in May reported a 30% growth in subscription revenue to R1.52 billion in the year to February, with headline earnings a share growing by 15% to 116 cents in the same period.
Cartrack said Thursday the mandatory offer to shareholders would not be subject to any conditions precedent, adding that competition authority approval for the acquisition of control Cartrack by Karoo had been secured.
It added that Cartrack shareholders holding 85.2 million Cartrack Shares, representing about 89.16% of the Cartrack shares not owned by Karoo or Calisto, had irrevocably undertaken not to accept the offer.
An independent board and an independent expert have been appointed to advise shareholders on the fairness and reasonableness of the offer.
A circular to Cartrack shareholders containing full details about the offer and including the Independent Board’s view of the offer and the offer consideration was being prepared.
Cartrack anticipated the circular would be posted to Cartrack shareholders this week, with the offer opening on Friday and closing on September 27.