Sec Form 13D Filing - Marais Juan filing for Karooooo Ltd.Karooooo Ltd. - 2021-12-08

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Karooooo Ltd.

(Name of Issuer)

 

Ordinary Shares, no par value

(Title of Class of Securities)

 

Y4600W108

(CUSIP Number)

 

Juan Marais

21 Penhurst Avenue, Essexwold

Bedfordview, South Africa 2007

+2782924259

 

with a copy to:

 

John B. Meade, Esq.

Roshni Banker Cariello, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Tel: (212) 450-4077

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 8, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. Y4600W108

 

1		NAMES OF REPORTING PERSONS Juan Marais
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION South Africa

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 3,100,000(1)
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 3,100,000(1)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,100,000
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

 

(1) Mr. Marais is the director of One Spire (Pty) Ltd. (“One Spire”), and shares voting and dispositive power over the 3,100,000 ordinary shares, no par value per share (the “Ordinary Shares”) of Karooooo Ltd., a Singapore public limited company (the “Issuer”), held by One Spire. See also Item 6—Voting Agreements for a description of the voting and dispositive rights exercisable by Mr. Calisto in respect of the 3,100,000 Ordinary Shares held by One Spire.

 

CUSIP No. Y4600W108

 

1		NAMES OF REPORTING PERSONS One Spire (Pty) Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION South Africa

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 3,100,000(2)
		8		SHARED VOTING POWER 0
		9		SOLE DISPOSITIVE POWER 3,100,000(2)
		10		SHARED DISPOSITIVE POWER 0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,100,000
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

 

(2) See Note 1 above. See also Item 6—Voting Agreements for a description of the voting rights exercisable by Mr. Calisto in respect of the 3,100,000 Ordinary Shares held by One Spire.

 

CUSIP No. Y4600W108

 

1		NAMES OF REPORTING PERSONS Een Pte. Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Singapore

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 3,100,000(3)
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 3,100,000(3)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,100,000
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

 

(3) Een Pte. Limited, a private limited company under the Companies Act (Chapter 50) of Singapore, (“Een”), owns 740 ordinary shares, or approximately 74% of the outstanding capital stock, of One Spire, and therefore shares voting and dispositive power over the 3,100,000 Ordinary Shares held by One Spire.

 

CUSIP No. Y4600W108

 

1		NAMES OF REPORTING PERSONS Hong Yap Lau
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 3,100,000(4)
		8		SHARED VOTING POWER 0
		9		SOLE DISPOSITIVE POWER 3,100,000(4)
		10		SHARED DISPOSITIVE POWER 0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,100,000
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

 

(4) See Note 3 above. Mr. Lau is the director of Een, and therefore shares voting and dispositive power over the 3,100,000 Ordinary Shares held by One Spire pursuant to Een’s indirect ownership of the 3,100,000 Ordinary Shares held by One Spire.

 

CUSIP No. Y4600W108

 

1		NAMES OF REPORTING PERSONS Acacia Trust, by Swiss Independent Trustees, S.A. as trustee
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Jersey Law – Administered in Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 3,100,000(5)
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 3,100,000(5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,100,000
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

 

(5) See Note 3 above. Een is wholly owned by Acacia Trust, a Jersey Law trust, administered in Switzerland (“Acacia Trust”), of which Mr. Marais is a beneficiary. Swiss Independent Trustees, S.A., in its capacity as trustee of Acacia Trust and not in its individual capacity, shares voting and dispositive power over the 3,100,000 Ordinary Shares held by One Spire, pursuant to Een’s indirect ownership of the 3,100,000 Ordinary Shares held by One Spire.

 

Explanatory Note

 

This Amendment No. 2 amends, restates and supersedes the statement on Schedule 13D (the “Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 26, 2021, as amended and restated by the Amendment No. 1 filed with the SEC on August 23, 2021 (File No. 005-92497), by (i) Juan Marais, a South African Citizen, (ii) Jennefe Allen, a South African citizen, (iii) Georgem Holdings (Pty) Ltd., a South African proprietary limited company (“Georgem”), (iv) Georgem Trust, a South African Trust, (v) Een (as defined below), (vi) Hong Yap Lau, a Malaysian citizen, (vii) Acacia Trust (as defined below) and (viii) One Spire (as defined below) relating to the Ordinary Shares of the Issuer. Information reported in this Schedule 13D/A amends, restates and supersedes information provided in the Schedule 13D, as amended.

 

Item 1.

Security and Issuer

This Schedule 13D/A relates to the ordinary shares, no par value per share (the “Ordinary Shares”) of Karooooo Ltd., a Singapore public limited company (the “Issuer”). The address of the principal executive office of the Issuer is 10 Anson Road, #12-14, International Plaza, Singapore 079903.

 

Item 2.

Identity and Background

 

(a)-(b) This Schedule 13D/A is being filed by: (i) Juan Marais, a South African citizen, (ii) Een Pte. Ltd., a private limited company under the Companies Act (Chapter 50) of Singapore (“Een”), (iii) Hong Yap Lau, a Malaysian citizen, (iv) Acacia Trust, a Jersey Law trust, administered in Switzerland, by Swiss Independent Trustees, S.A., in its capacity as the trustee on behalf of Acacia Trust (“Acacia Trust” and, together with Een and Mr. Lau, the “Een Entities”), (v) One Spire (Pty) Ltd., a South African proprietary limited company (“One Spire”) (collectively, the “Reporting Persons”).

 

Mr. Lau is the director of Een, which is wholly owned by Acacia Trust and owns approximately 74% of the outstanding capital stock of One Spire. Mr. Marais is the director of One Spire, and therefore Mr. Marais, Mr. Lau, Een and Acacia Trust share voting and investment power over the shares held by One Spire.

 

The address of the principal business office of each of Mr. Marais, Een, Acacia Trust and One Spire is c/o Juan Marais, 21 Penhurst Avenue, Essexwold, Bedfordview, South Africa 2007.

 

The address of the principal business office of Mr. Lau is c/o Karooooo Ltd., 10 Anson Road #12-14, International Plaza, Sinapore 079903.

 

(c) The principal business of Mr. Marais is serving as Chief Sales Officer of the Issuer. The principal business of Een is holding securities of One Spire. The principal business of Mr. Lau is serving as Senior Consolidation Officer of the Issuer. The principal business of Acacia Trust is to hold assets on behalf of its beneficiaries, Mr. Marais and his immediate family. The principal business of One Spire is holding securities of the Issuer.

 

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Persons.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Funds for the purchase by Georgem of the Ordinary Shares reported in the Schedule 13D, as amended, and referred to herein as the Initial Georgem Holding (as defined below) were derived from a corporate reorganization (the “Corporate Reorganization”), in connection with the Issuer’s initial public offering in the United States. The Corporate Reorganization is described in Item 4 of this Schedule 13D/A, which is incorporated herein by reference.

 

On August 16, 2021, Georgem and One Spire entered into that certain Sale of Shares Agreement (the “August Sale of Shares Agreement”), dated as of August 16, 2021. Pursuant to the August Sale of Shares Agreement, One Spire agreed to acquire, as an off-market trade, 3,000,000 Ordinary Shares held by Georgem for aggregate consideration of R1.26 billion at a purchase price of R420 per Ordinary Share (the “August One Spire Transaction”). Funds for the August One Spire Transaction were payable by One Spire to Georgem pursuant to an interest-free loan arrangement undertaken with the purpose of acquiring the 3,000,000 Ordinary Shares underlying the August One Spire Transaction. On August 23, 2021, Georgem and One Spire consummated the August One Spire Transaction. The August One Spire Transaction is described in Item 4 of this Schedule 13D/A and the August Sale of Shares Agreement is described in Item 6 of this Schedule 13D/A, which are incorporated herein by reference.

 

On August 25, 2021, Georgem sold 309,000 Ordinary Shares on the Johannesburg Stock Exchange pursuant to Rule 144 for aggregate consideration of R149,715,135.00 at a price of R484.52 per Ordinary Share, through Merrill

 

Lynch South Africa (Pty) Ltd. as broker, primarily to fund the payment of taxes and costs related to the Scheme (as defined below).

 

On November 29, 2021, Georgem and One Spire entered into that certain Sale of Shares Agreement (the “November Sale of Shares Agreement”), dated as of November 29, 2021. Pursuant to the November Sale of Shares Agreement, One Spire agreed to acquire, as an off-market trade, 100,000 Ordinary Shares held by Georgem for aggregate consideration of R50,000,000.00 at a purchase price of R500 per Ordinary Share. Funds for the November One Spire Transaction are payable by One Spire to Georgem pursuant to an interest-free loan arrangement undertaken with the purpose of acquiring the 100,000 Ordinary Shares underlying the November One Spire Transaction. On November 29, 2021, Georgem and One Spire consummated the November One Spire Transaction. The November One Spire Transaction is described in Item 4 of this Schedule 13D/A and the November Sale of Shares Agreement is described in Item 6 of this Schedule 13D/A, which are incorporated herein by reference.

 

On November 30, 2021, Georgem sold 141,000 Ordinary Shares on the Johannesburg Stock Exchange pursuant to Rule 144 for aggregate consideration of R71,040,967.12 at a price of R503.84 per Ordinary Share, through Peresec SA Nominees (Pty) Ltd. as broker, primarily to fund the payment of taxes and costs related to the Scheme (as defined below). Georgem no longer holds any Ordinary Shares.

 

Item 4.

Purpose of Transaction

 

The Corporate Reorganization was undertaken pursuant to a scheme of arrangement under Section 114(1) (as read with Section 115) of the South African Companies Act (the “Scheme”), whereby the Issuer, as the majority shareholder of Cartrack Holdings Limited (“Cartrack”) acquired for cash all of the outstanding ordinary shares held by the minority shareholders of Cartrack at a price equal to R42.00 per share (the “Scheme Consideration”), and, as a result, Cartrack became a wholly owned subsidiary of the Issuer. In connection with the Scheme, certain eligible shareholders of Cartrack elected to use all or a portion of their Scheme Consideration to subscribe for Ordinary Shares of the Issuer (the “Reinvestment”). Georgem, an eligible Cartrack shareholder, used its Scheme Consideration to participate in the Reinvestment and acquired 3,550,000 Ordinary Shares on April 21, 2021 (the “Initial Georgem Holding”).

 

On August 23, 2021, Georgem and One Spire consummated the August One Spire Transaction. Funds for the August One Spire Transaction were payable by One Spire to Georgem pursuant to an interest-free loan arrangement undertaken with the purpose of acquiring the 3,000,000 Ordinary Shares underlying the August One Spire Transaction.

 

On August 25, 2021, Georgem sold 309,000 Ordinary Shares on the Johannesburg Stock Exchange pursuant to Rule 144 for aggregate consideration of R149,715,135.00 at a price of R484.52 per Ordinary Share, through Merrill Lynch South Africa (Pty) Ltd. as broker, primarily to fund the payment of taxes and costs related to the Scheme (as defined below). Georgem retained 241,000 Ordinary Shares following this sale.

 

On November 29, 2021, Georgem and One Spire consummated the November One Spire Transaction. Funds for the November One Spire Transaction were payable by One Spire to Georgem pursuant to an interest-free loan arrangement undertaken with the purpose of acquiring the 100,000 Ordinary Shares underlying the November One Spire Transaction. Georgem retained 141,000 Ordinary Shares following the November One Spire Transaction.

 

On November 30, 2021, Georgem sold 141,000 Ordinary Shares on the Johannesburg Stock Exchange pursuant to Rule 144 for aggregate consideration of R71,040,967.12 at a price of R503.84 per Ordinary Share, through Peresec SA Nominees (Pty) Ltd. as broker, primarily to fund the payment of taxes and costs related to the Scheme (as defined below). Georgem no longer holds any Ordinary Shares.

 

Mr. Marais serves as a director of One Spire, and therefore retains beneficial ownership over the 3,100,000 Ordinary Shares held by One Spire following consummation of the November One Spire Transaction. The Een Entities own 740 ordinary shares, or approximately 74% of the outstanding capital stock, of One Spire, and therefore share voting and investment power over the 3,100,000 Ordinary Shares held by One Spire.

 

No Reporting Person has any present plan or proposal to acquire or dispose of any Ordinary Shares, although each Reporting Person at any time and from time to time may acquire additional Ordinary Shares or, subject to the terms of the A&R One Spire Voting Agreement (as defined below), dispose of Ordinary Shares, as applicable, depending upon prevailing market, economic and other conditions, other investment and business opportunities available to the Reporting Persons, liquidity requirements of the Reporting Persons, tax considerations and/or other investment

 

considerations. One Spire does not intend to dispose any Ordinary Shares within 12 months from the date of this Schedule 13D/A filing.

 

Subject to the foregoing, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Item 5.

Interest in Securities of the Issuer

 

(a)-(b) The aggregate number and percentage of the Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D/A and are incorporated herein by reference. Calculations of the percentage of Ordinary Shares beneficially owned assumes that there were 30,951,106 Ordinary Shares outstanding as reported in the Issuer’s Report on Form 6-K filed with the U.S. Securities and Exchange Commission on October 14, 2021.

 

Neither the filing of this Schedule 13D/A nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Ordinary Shares.

 

(c) Except as set forth in this Schedule 13D/A, the Reporting Persons have not effected any transaction in Ordinary Shares in the past 60 days.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information set forth, or incorporated by reference, in Items 3 through 5 of this Schedule 13D/A is incorporated by reference into this Item 6. Except as otherwise described in this Schedule 13D/A, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or listed on Schedule A hereto, and between such persons and any person, with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Voting Agreements

 

In anticipation of the initial public offering of Karooooo Ltd., and recognizing that Mr. Calisto, as founder, would receive no special rights pursuant to the Constitution of the Issuer, Mr. Calisto and Georgem entered into that certain Voting Agreement (the “Original Georgem Voting Agreement”), dated as of March 22, 2021, with the purpose of providing Mr. Calisto and his permitted transferees the right to exercise, or cause Georgem to exercise as directed by Mr. Calisto and his permitted transferees, the voting rights in respect of the Initial Georgem Holding.

 

On August 12, 2021, in anticipation of the August One Spire Transaction, Mr. Calisto and Georgem entered into that certain Amended and Restated Voting Agreement (the “A&R Georgem Voting Agreement”), dated as of August 12, 2021, with the purpose of amending, restating and superseding the Original Georgem Voting Agreement to permit Georgem to transfer 3,000,000 Ordinary Shares in connection with the August One Spire Transaction.

 

Pursuant to the A&R Georgem Voting Agreement, Mr. Calisto and Georgem had agreed that if Mr. Calisto’s beneficial ownership falls to below 51% of the issued and outstanding Ordinary Shares of the Issuer, then Georgem will cast all votes in respect of the Ordinary Shares held by Georgem as directed by Mr. Calisto and his permitted

 

transferees. In addition, without the prior written consent of Mr. Calisto, Georgem is not permitted to acquire any additional Ordinary Shares.

 

Concurrent with execution of the A&R Georgem Voting Agreement and in anticipation of the August One Spire Transaction, Mr. Calisto and One Spire entered into that certain Voting Agreement (the “Original One Spire Voting Agreement”), dated as of August 12, 2021, with the purpose of providing Mr. Calisto and his permitted transferees the right to exercise, or cause One Spire to exercise as directed by Mr. Calisto and his permitted transferees, the voting rights in respect of the Ordinary Shares held by One Spire in connection with the August One Spire Transaction or otherwise held by One Spire.

 

On December 6, 2021, in connection with the November One Spire Transaction, Mr. Calisto and One Spire entered into that certain Amended and Restated Voting Agreement (the “A&R One Spire Voting Agreement”), dated as of December 6, 2021, with the purpose of amending, restating and superseding the Original One Spire Voting Agreement.

 

Pursuant to the A&R One Spire Voting Agreement, Mr. Calisto and One Spire have agreed that if Mr. Calisto’s beneficial ownership falls to below 51% of the issued and outstanding Ordinary Shares of the Issuer, then One Spire will cast all votes in respect of the Ordinary Shares held by One Spire as directed by Mr. Calisto and his permitted transferees. In addition, without the prior written consent of Mr. Calisto, One Spire is not permitted to (i) transfer any Ordinary Shares owned by One Spire or (ii) acquire any additional Ordinary Shares.

 

Mr. Calisto may be deemed to have beneficial ownership and shared voting power of the 3,100,000 Ordinary Shares held by One Spire as a result of the A&R One Spire Voting Agreement described herein. However, as of the filing date of this Schedule 13D/A, as Mr. Calisto otherwise beneficially owns Ordinary Shares representing more than 51% of the total issued and outstanding Ordinary Shares of the Issuer, he may not exercise voting rights in respect of the Ordinary Shares owned by One Spire. Neither the filing of this Schedule 13D/A nor any of its contents shall be deemed to constitute an admission by Mr. Calisto that he is the beneficial owner of any Ordinary Shares held by One Spire for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

 

The description of the A&R One Spire Voting Agreement contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such documents, which is filed as Exhibit 99.2 hereto and incorporated by reference herein.

 

August Sale of Shares Agreement

 

On August 16, 2021, Georgem and One Spire entered into that certain August Sale of Shares Agreement, with the purpose of effectuating the August One Spire Transaction. Pursuant to the August Sale of Shares Agreement, One Spire agreed to acquire, as an off-market trade, 3,000,000 Ordinary Shares held by Georgem for aggregate consideration of R1.26 billion at a purchase price of R420 per Ordinary Share (the “August One Spire Transaction Consideration”). The August One Spire Transaction Consideration was not immediately payable, and was outstanding as a loan account payable to Georgem (the “Loan”). Pursuant to the August Sale of Shares Agreement, One Spire shall utilize a minimum of 20% of all dividends received in respect of the 3,000,000 Ordinary Shares acquired pursuant to the August One Spire Transaction to repay the loan until repaid in full. Georgem may demand full repayment of the outstanding loan balance upon notice and satisfaction of certain terms and conditions.

 

The August One Spire Transaction contemplated by the August Sale of Shares Agreement was consummated on August 23, 2021.

 

November Sale of Shares Agreement

 

On November 29, 2021, Georgem and One Spire entered into that certain November Sale of Shares Agreement, with the purpose of effectuating the November One Spire Transaction. Pursuant to the November Sale of Shares Agreement, One Spire agreed to acquire, as an off-market trade, 100,000 Ordinary Shares held by Georgem for aggregate consideration of R50,000,000.00 at a purchase price of R500.00 per Ordinary Share (the “November One Spire Transaction Consideration”). The November One Spire Transaction Consideration shall not be immediately payable, and shall be outstanding as a loan account payable to Georgem (the “Loan”). Pursuant to the November Sale of Shares Agreement, One Spire shall utilize a minimum of 20% of all dividends received in respect of the 100,000 Ordinary Shares acquired pursuant to the November One Spire Transaction to repay the loan until repaid in full. Georgem may demand full repayment of the outstanding loan balance upon notice and satisfaction of certain terms and conditions.

 

The November One Spire Transaction contemplated by the November Sale of Shares Agreement was consummated on November 29, 2021.

 

Item 7.

Material to be Filed as Exhibits

 

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibit	File Date
99.1	Joint Filing Agreement, dated as of December 8, 2021, by and among the Reporting Persons (filed herewith).
99.2	Amended and Restated Voting Agreement, dated as of December 6, 2021, by and between Mr. Calisto and One Spire (Pty) Ltd. (filed herewith).
99.3	Sale of Shares Agreement, dated as of August 16, 2021, by and between Georgem Holdings (Pty) Ltd. and One Spire (Pty) Ltd. (incorporated by reference).	Schedule 13D/A	005-92497	99.4	August 23, 2021
99.4	Sale of Shares Agreement, dated as of November 29, 2021, by and between Georgem Holdings (Pty) Ltd. and One Spire (Pty) Ltd. (filed herewith).

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2021

 

	JUAN MARAIS
	By:	Juan Marais
	By:	/s/ Juan Marais
	Name:	Juan Marais
	Title:	Director of One Spire (Pty) Ltd.

 

 

	EEN PTE. LTD.
	By:	Hong Yap Lau, its Director
	By:	/s/ Hong Yap Lau
	Name:	Hong Yap Lau
	Title:	Director

 

 

	HONG YAP LAU
	By:	Hong Yap Lau
	By:	/s/ Hong Yap Lau
	Name:	Hong Yap Lau
	Title:	Director of Een Pte. Ltd.

	ACACIA TRUST
	By:	Swiss Independent Trustees, S.A., its Trustee
	By:	/s/ Neil Harris
	Name:	Neil Harris
	Title:	Authorized Signatory, Trustee
	By:	/s/ Andrew Bayles
	Name:	Andrew Bayles
	Title:	Authorized Signatory, Trustee
	Signing as duly authorized signatories on behalf of Swiss Independent Trustees, S.A. in whose presence the Common Seal of the company was hereunto affixed.

 

 

	ONE SPIRE (PTY) LTD.
	By:	Juan Marais, its Director
	By:	/s/ Juan Marais
	Name:	Juan Marais
	Title:	Director

SCHEDULE A

 

DIRECTORS AND EXECUTIVE OFFICERS OF ONE SPIRE (PTY) LTD.

 

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of One Spire (Pty) Ltd. (“One Spire”) is set forth below. Except as otherwise indicated, each occupation set forth opposite an individual’s name refers to One Spire, and all of the persons listed below are citizens of South Africa.

 

1. Name		2. Present Principal Occupation or Employment (Including Principal Business of Employer)		3. Business Address / Address of Principal Employer
Juan Marais		Chief Sales Officer of Karooooo Ltd.; Director of One Spire		c/o Karooooo Ltd. 10 Anson Road #12-14 International Plaza Singapore 079903