Wrap Text
Joint announcement – standby offer wholly unconditional, finalisation announcement and revised timetable
BARLOWORLD LIMITED K2024528179 (SOUTH AFRICA) PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06) (Registration number: 2024/528179/07)
(JSE share code: BAW) ("Newco" or the "Offeror")
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(A2X code: BAW)
(JSE ISIN: ZAE000026647)
(Bond issuer code: BIBAW)
("Barloworld" or the "Company")
JOINT ANNOUNCEMENT – STANDBY OFFER WHOLLY UNCONDITIONAL, FINALISATION ANNOUNCEMENT AND REVISED TIMETABLE
Unless otherwise defined in this announcement, capitalised words and expressions have the meanings given to them in the
Circular and Standby Offer Announcement (defined below).
1. INTRODUCTION
Barloworld Ordinary Shareholders are referred to:
(i) the joint firm intention announcement released on JSE Stock Exchange News Service ("SENS") and A2X News Service
("ANS") on Wednesday, 11 December 2024 and to the circular to Barloworld shareholders dated 29 January 2025
("Circular") regarding the Newco Offer, which offer contemplated:
a. the acquisition by Newco of all of the Barloworld Ordinary Shares, other than those held by the Excluded
Shareholders, by way of a scheme of arrangement in terms of section 114(1), read with section 115 of the
Companies Act and the Companies Regulations, for the Per Share Scheme Consideration, being ZAR120
(12000.00 cents) per Barloworld Ordinary Share; or
b. if a Standby Offer Trigger Event occurred, an offer in terms of section 117(1)(c)(v) of the Companies Act,
read with the Companies Regulations;
(ii) the joint announcement released by Barloworld and Newco on SENS and ANS on Friday, 28 February 2025,
advising Barloworld Ordinary Shareholders that the Standby Offer had been triggered and had become open for
acceptance by Barloworld Ordinary Shareholders ("Standby Offer Announcement");
(iii) the joint announcement released by Barloworld and Newco on SENS on Tuesday, 30 June 2025, advising Barloworld
Ordinary Shareholders that, amongst other things, Newco had waived the 90% Acceptance Condition with effect from
the date on which the other Standby Offer Conditions are fulfilled (or, if applicable, waived), and that the Acceptance
Date Deadline was extended and will only become effective once all other Standby Offer Conditions have been
fulfilled (or, if applicable, waived);
(iv) the joint announcement released by Barloworld and Newco on SENS on Thursday, 11 September 2025, updating
Barloworld Ordinary Shareholders on the fulfilment of certain Standby Offer Conditions and advising Barloworld
Ordinary Shareholders that the Longstop Date had been extended to 11 December 2025; and
(v) the joint announcement released by Barloworld and Newco on SENS on Tuesday, 30 September 2025, advising
Barloworld Ordinary Shareholders that the parties had received competition regulatory approval for the transaction
from the competition authorities in Angola.
2. FULFILMENT OF STANDBY OFFER CONDITIONS
On 1 October 2025, the parties agreed to waive the Standby Offer Condition relating to the receipt of competition
regulatory approval by COMESA. As at the date of such waiver, no Material Adverse Change has occurred and no
Superior Competing Barloworld Proposal has completed. Accordingly, in light of the waiver, all Standby Offer Conditions,
as set out in paragraph 7.2 read with paragraph 6.3(a) of the Circular, have been fulfilled or waived and the Standby Offer
has become unconditional.
3. UPDATE ON ACCEPTANCES
As at the date of this announcement, Newco has received Valid Acceptances of the Standby Offer in respect 77 595 744
Barloworld Ordinary Shares, which equate to approximately 41.6% of all the Barloworld Ordinary Shares in issue
(excluding Treasury Shares). This, together with the Consortium's and the Barloworld Foundation's existing
shareholdings, equates to 65.0% of the Barloworld Ordinary Shares in issue (excluding Treasury Shares).
4. STANDBY OFFER PROCESS
In accordance with Regulation 102(13) of the Takeover Regulations, a request for a compliance certificate in respect of
the Standby Offer will be submitted to the TRP. Provided that the Consortium receives the compliance certificate by no
later than Tuesday, 7 October 2025, settlement of the Standby Offer will occur in accordance with the timetable set out
in paragraph 5 below.
Barloworld Ordinary Shareholders who still wish to accept the Standby Offer have until Wednesday, 15 October 2025
("Closing Date"), being at least 10 Business Days after the date of this announcement as required in terms of Regulation
105(5), to accept the Standby Offer. The Standby Offer will close on the Closing Date and any Barloworld Ordinary
Shareholders who have not accepted the Standby Offer by 12h00 on that date will no longer be able to accept the Standby
Offer.
Where Barloworld Ordinary Shareholders, their CSDPs or brokers have any questions in relation to the Standby Offer,
they should refer to the detailed Frequently Asked Questions on the Issuer's website at
https://barloworld.com/investors/standby-offer-faq/ or refer queries to Barloworld's investor relation team at
bawir@barloworld.com.
5. REVISED DATES AND TIMES
The Standby Offer will be implemented in accordance with the below timetable:
Finalisation Date Wednesday, 1 October 2025
First payment date (Payment of Standby Offer Wednesday, 8 October 2025
Consideration to Barloworld Ordinary Shareholders who
have accepted the Standby Offer by Friday, 3 October
2025):
Last day to trade in Barloworld Ordinary Shares in order Friday, 10 October 2025
to be able to accept the Standby Offer:
Shares trade ex-entitlement to accept the Standby Offer Monday, 13 October 2025
Second payment date (Payment of Standby Offer Wednesday, 15 October 2025
Consideration to Barloworld Ordinary Shareholders who
have accepted the Standby Offer by Friday, 10 October
2025):
Record date and the Standby Offer closes at 12:00 on Wednesday, 15 October 2025
(Closing Date)
Results of the Standby Offer announced on SENS and the Thursday, 16 October 2025
ANS:
Third payment date (Payment of Standby Offer Thursday, 16 October 2025
Consideration to Barloworld Ordinary Shareholders who
have accepted the Standby Offer by Wednesday, 15
October 2025):
Notes:
1 The Standby Offer Consideration due to dematerialised shareholders who have validly accepted the Standby Offer on the Closing Date
will be credited to their accounts with their Intermediaries within a period of six business days after the Closing Date.
2 The Standby Offer Consideration due to certificated shareholders who have validly accepted the Standby Offer on the Closing Date
(including by completing the relevant section of the Form of Acceptance and Transfer (pink)) will be settled by way of electronic funds
transfer, within a period of six business days after the Closing Date.
6. RESPONSIBILITY STATEMENTS
The Independent Board
The Independent Board (to the extent that the information relates to Barloworld), individually and collectively, accepts
responsibility for the information contained in this announcement and certifies, to the best of its knowledge and belief,
that the information contained in this announcement is true and that this announcement does not omit anything that is
likely to affect the importance of the information included.
Newco
The board of directors of Newco (to the extent that the information relates to Newco), individually and collectively, accepts
responsibility for the information contained in this announcement and certifies, to the best of its knowledge and belief,
that the information contained in this announcement is true and that this announcement does not omit anything that is
likely to affect the importance of the information included.
Johannesburg
1 October 2025
Exclusive financial adviser, corporate broker and transaction sponsor to Barloworld
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal adviser to Barloworld
DLA Piper
Communications adviser to Barloworld
ByDesign Communications
Joint financial advisers to the Offeror
Deutsche Bank
The Standard Bank of South Africa Limited
Tamela Holdings Proprietary Limited
Legal adviser to the Offeror
Bowmans
South African legal adviser on competition law and legal due diligence to the Offeror
Webber Wentzel
International legal adviser on competition law and legal due diligence to the Offeror
Ashurst
Communications adviser to the Offeror
FTI Consulting
Date: 01-10-2025 04:58:00
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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