Karooooo Ltd. (KARO) Launches $75M Secondary Share Offering

Karooooo Ltd. (NASDAQ: KARO) today announced the commencement of an underwritten secondary public offering (the “Offering”) of a number of its ordinary shares held by Isaias (Zak) Jose Calisto, Karooooo’s chief executive officer (the “Selling Shareholder”), that generates $75.0 million in gross proceeds. In addition, the underwriters of the Offering will have a 30-day option to purchase up to a number of additional ordinary shares that generates $11.25 million in gross proceeds from the Selling Shareholder. The price per ordinary share will be determined following the bookbuilding process. Karooooo’s ordinary shares are listed on the Nasdaq Capital Market under the symbol “KARO.”

Karooooo is not selling any ordinary shares in the Offering and will not receive any of the proceeds from the sale of any ordinary shares by the Selling Shareholder, but will bear the costs associated with the sale of such shares, other than any underwriting discounts and commissions, which will be borne by the Selling Shareholder.

UBS Investment Bank and William Blair are acting as joint active lead book-running managers for the Offering. Raymond James and Standard Bank are acting as joint book-running managers for the Offering.

The Registration Statement on Form F-3 relating to these securities has been filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on July 22, 2024. The Offering will be made only by means of a prospectus and an accompanying prospectus supplement. Before investing, prospective investors should read the prospectus, any accompanying prospectus supplement related to the Offering and the documents incorporated by reference therein for more complete information. Copies of these documents are available at no charge on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting UBS Securities LLC at 1285 6th Ave, New York, NY 10019, or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email at [email protected].

This press release 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.

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