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Cargo - finalisation announcement
Shareholders of Cargo ("Cargo Shareholders") are referred to the circular issued by Cargo on Friday, 9 November 2018 ("Circular") regarding the Scheme of Arrangement ("Scheme") in terms of section 114 of the Companies Act 71 of 2008, as amended ("Companies Act") and paragraph 1.17(b) of the Listings Requirements of the JSE Ltd. ("JSE") proposed by the board of directors of Cargo between Cargo and the holders of the ordinary shares of Cargo ("Cargo Share(s)") not already held by CCH, excluding the Cargo Shares held by New Seasons Equity Fund (Pty) Ltd., treasury shares and any Cargo Shares held by persons related to CCH.
Cargo Shareholders are further referred to the announcement published on the Stock Exchange News Service ("SENS") of the JSE on Friday, 7 December 2018, notifying them that at the general meeting held on Friday, 7 December 2018 ("General Meeting"), the special and ordinary resolutions set out in the Notice of General Meeting (which was attached to and formed part of the Circular), were passed on a poll by the requisite majorities (being those set out in the Notice of General Meeting in respect of each resolution).
The Takeover Regulation Panel has issued a compliance certificate in respect of the Scheme in terms of section 119(4)(b) of the Companies Act and all conditions precedent to the Scheme have now been fulfilled. The Scheme has accordingly become unconditional with effect from 7 January 2019 and will be implemented on Monday, 21 January 2019, being the "Scheme Implementation Date".
In accordance with the terms and conditions of the Scheme as detailed more fully in the Circular, on the Scheme Implementation Date, Scheme Participants shall be deemed to have disposed of and transferred their Scheme Shares to CCH and, in exchange, each Scheme Participant will be entitled to receive a cash consideration of R20.927 ("Scheme Consideration") for every Scheme Share held by such Scheme Participant at the close of business on Friday, 18 January 2019, being the "Scheme Record Date".
As a consequence of the Scheme, the Delisting of the Cargo Shares from the Main Board of the securities exchange operated by the JSE will be implemented on Tuesday, 22 January 2019.
Salient Dates and Times (2019)
The salient dates relating to the Scheme, as set out below, are now final.
- Scheme LDT, being the last day to trade Cargo Shares on the JSE in order to be recorded in the Register to receive the Scheme Consideration on Tuesday, 15 January
- Suspension of listing of Cargo Shares on the JSE at commencement of trade on Wednesday, 16 January
- Scheme Record Date, being the date and time by which Cargo Shareholders must be recorded in the Register in order to receive the Scheme Consideration by 17:00 on Friday, 18 January
- Scheme Implementation Date on Monday, 21 January
- Payment of the Scheme Consideration electronically or posted to Certificated Cargo Shareholders who have lodged their Form of Surrender and Transfer (blue) with the Transfer Secretaries on or prior to 12:00 on the Scheme Record Date, on Monday, 21 January
- Dematerialised Scheme Participants to have their accounts with their CSDP or Broker credited with the Scheme Consideration on Monday, 21 January
- Delisting of Cargo Shares from the securities exchange operated by the JSE to take place at the commencement of trade on Tuesday, 22 January
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