Wrap Text
Joint announcement – update on fulfilment of standby offer conditions and longstop extension
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 – UPDATE ON FULFILMENT OF STANDBY OFFER CONDITIONS AND LONGSTOP EXTENSION
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 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"); and
(iii) the joint announcement released by Barloworld and Newco on SENS and ANS on Tuesday, 2 September
2025 advising Shareholders that the Company had completed its internal investigation and submitted its final
VSD report to the BIS and that the Standby Offer Condition relating to the receipt of the Final VSD and the
Dentons Report by Newco has been fulfilled. In addition, Shareholders were advised that the Standby Offer
Condition relating to the receipt of approval of the Botswana Competition and Consumer Authority had
been fulfilled.
2. UPDATE ON NAMIBIA COMPETITION APPROVAL AND FULFILMENT OF STANDBY OFFER CONDITION
On Friday, 5 September 2025 the Namibian Competition Commission advised the Company and Newco that
it had unconditionally approved the implementation of the Newco Offer. The parties therefore confirm that
the Standby Offer Condition relating to the receipt of approval of the Namibian Competition Commission has
been fulfilled.
3. THE REMAINING STANDBY OFFER CONDITIONS FOR THE PROPOSED TRANSACTION
The only outstanding approvals required for the implementation of the Standby Offer are the competition
regulatory approvals by COMESA and the competition authorities in Angola. The filings in these jurisdictions
have been submitted to the relevant authorities and the parties are working towards obtaining these approvals
as soon as possible. Upon receipt of these approvals, and if: (i) no Material Adverse Change has occurred by
the date all other Standby Offer Conditions have been fulfilled or waived; and (ii) no Superior Competing
Barloworld Proposal has completed, the Standby Offer will become unconditional in accordance with its terms.
The Longstop Date has automatically been extended by three calendar months to 11 December 2025 in terms
of paragraph 6.3(d)(ii) of the Circular ("Longstop Date Extension"), as a result of the outstanding regulatory
approvals.
Barloworld Ordinary Shareholders will be advised in due course of any material developments in this regard.
4. UPDATE ON VALID ACCEPTANCES RECEIVED TO DATE
As at the date of this announcement, Newco has received Valid Acceptances of the Standby Offer in respect
76,674,288 Barloworld Ordinary Shares which equate to approximately 41.1% 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 64.5% of the Barloworld Ordinary Shares in issue (excluding Treasury Shares).
5. STANDBY OFFER PROCESS
As a result of the Longstop Date Extension, the Standby Offer will remain open for acceptance by Barloworld
Ordinary Shareholders until the earlier of the extended Longstop Date on 11 December 2025, or 10 business
days after the Transaction becomes unconditional, that is, when all Standby Offer Conditions have been met,
provided that all Standby Offer Conditions are met by 11 December 2025, unless the Transaction becomes
unconditional within the 10 business days preceding the Longstop Date Extension, in which case the Standby
Offer will remain open beyond the Longstop Date Extension.
Barloworld Ordinary Shareholders, CSDPs and brokers are reminded that and where shareholders instruct a
CSDP or broker to accept the offer on their behalf, in accordance with the mandate between them and the
CSDP or broker, there is no lawful basis for a CSDP or broker to delay in accepting the Standby Offer on behalf
of the shareholder in question.
CSDPs and brokers must review their processes to ensure that instructions in relation to the Standby Offer are
processed without delay and appropriate confirmation is sent to the relevant shareholder once their
instructions have been processed.
Barloworld Ordinary Shareholders are reminded that acceptances, once tendered, are irrevocable and
cannot be withdrawn, in accordance with Regulation 105 (2) of South Africa's Takeover Regulations.
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.
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
11 September 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: 11-09-2025 08:15:00
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