Key Points
- Zak Calisto offloads $75 million in shares to enhance Karooooo’s stock liquidity and widen its investor base, while retaining majority control of the company.
- Calisto’s stake falls from 64.81% to 58%, or 57.27% if underwriters fully exercise their option, but voting control remains secure through governance agreement.
- Karooooo’s fiscal 2025 revenue grew 8.6% to $249.87 million, driven by Cartrack’s expanding subscription base across 25 countries in emerging and developed markets.
Africa’s newest billionaire Zak Calisto has launched a $75 million secondary public offering of 1.5 million personally held shares in Karooooo Ltd., the Nasdaq-listed mobility Software-as-a-Service (SaaS) company. The offering aims to boost Karoooooo’s stock liquidity, broaden the investor base, and allow Calisto to diversify a portion of his wealth.
Calisto trims stake, retains control
The offering, priced at $50 per share, will trim Calisto’s controlling stake in Karooooo from 64.81 percent to at least 58 percent, or 57.27 percent if underwriters exercise a 30-day option to purchase an additional 225,000 shares. The underwritten placement is expected to close on June 13, 2025, subject to customary conditions.
The move comes just two weeks after Calisto was named Africa’s newest billionaire by Bloomberg, following a surge in his holding’s value from $810.57 million to over $1 billion. The back-to-back gains have not only elevated his personal net worth but also cemented his position among South Africa’s most influential tech entrepreneurs.
Despite the divestment, Calisto will retain majority control of Karooooo as its founder and chief executive officer. Under a governance agreement, Juan Marais—Karooooo’s chief sales officer and beneficial owner of 10.52 percent of shares through One Spire (Pty) Ltd.—has committed to voting his shares in line with Calisto’s instructions if Calisto’s stake falls below 51 percent to effectively safeguards Calisto’s influence over the company, even in the event of further dilution.
Strategic monetization backed by leading institutions
Karooooo, trading under the symbol “KARO” on the Nasdaq Capital Market, is not issuing any new shares and will not receive any proceeds from the transaction. However, it will bear the administrative costs of the sale, excluding underwriting commissions, which are to be covered by the selling shareholder.
UBS Investment Bank, William Blair, and Standard Bank are serving as joint active lead bookrunners for the offering, with Raymond James acting as joint bookrunner, Needham & Company as lead manager, and Roth Capital Partners as co-manager.
From modest beginnings to a global platform
Founded in 2001 as a vehicle recovery startup, Karooooo has since grown into a global telematics and mobility SaaS provider, expanding across Southeast Asia, Europe, and beyond. Its main operating unit, Cartrack, serves over 2.2 million users in 25 countries, offering services such as real-time vehicle tracking, fleet management, and insurance telematics.
For the fiscal year ending Feb. 28, 2025, Karooooo reported an 8.6 percent rise in revenue to R4.57 billion ($249.87 million). Total assets rose from R4.31 billion ($237.57 million) to R5.08 billion ($278.08 million), while retained earnings grew 15.25 percent to R2.11 billion ($115.63 million). The sale allows Calisto, who has steered Karooooo’s expansion, to derive value from his holdings while maintaining strategic leadership and voting control of the company.
Crédito: Link de origem