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NEWCO OFFER TO BARLOWORLD ORDINARY SHAREHOLDERS - NO INCREASE STATEMENT
K2024528179 (SOUTH AFRICA) PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2024/528179/07)
("Newco")
NEWCO OFFER TO BARLOWORLD ORDINARY SHAREHOLDERS - NO INCREASE STATEMENT
The definitions set out in the circular to Barloworld Ordinary Shareholders and Barloworld Preference
Shareholders dated Wednesday, 29 January 2025 (defined below), apply to this announcement.
Further to the announcement published by Barloworld ("the Company") on Wednesday, 29 January 2025
regarding the posting of the joint circular to Barloworld shareholders relating to the single offer by Newco
to acquire all the Barloworld Ordinary Shares (other than those held by the Excluded Shareholders) by
way of a scheme of arrangement or a general offer (the making of which is conditional on the occurrence
of a Standby Offer Trigger Event), and incorporating a notice convening the General Meeting for the
purpose of procuring the approval of Barloworld Ordinary Shareholders of, inter alia, the Scheme
("Scheme Circular"), Newco wishes to draw the attention of Barloworld Ordinary Shareholders to the
following:
No increase statement
- Per Share Scheme Consideration and Per Share Standby Offer Consideration: Newco confirms that
the cash consideration payable for each Barloworld Ordinary Share pursuant to the Scheme or, if
applicable, the Standby Offer, as set out in the Scheme Circular, being ZAR 120.00 and which will
not be reduced by the dividend of ZAR 3.10 per Barloworld Ordinary Share declared by Barloworld
on Friday, 22 November 2024 (and which represents a total value unlock of ZAR 123.10 per share),
is the full and final offer price and will not be increased.
- Newco refers Barloworld shareholders to the Independent Expert Report prepared by the
Independent Expert, Rothschild & Co, which is attached as Annexure 1 to the Scheme Circular,
and which report outlines a valuation range of ZAR 105.53 to ZAR 119.43 per Barloworld Ordinary
Share and confirms that the Per Share Scheme Consideration and Per Share Standby Offer
Consideration are "fair and reasonable insofar as the Scheme Participants are concerned" as set
out in paragraph 19 of the Scheme Circular and paragraph 8 of the Independent Expert Report
contained on page 56 of the Scheme Circular.
Caterpillar support
Newco is delighted that Caterpillar, a key supplier and important revenue driver for Barloworld, has
expressed its support for the Proposed Transaction as outlined on page 30 of the Scheme Circular.
Responsibility statement
The directors of Newco accept responsibility for the information contained in this announcement insofar
as it relates to the Newco Offer. To the best of their knowledge, the information contained in this
announcement is true and the announcement does not omit anything likely to affect the importance of
the information.
For Newco media enquiries:
FTI Consulting
Sherryn Schooling
e: Sherryn.schooling@fticonsulting.com
m:+27 82 776 2840
Johannesburg
13 February 2025
Joint Financial Advisors to Newco
Deutsche Bank AG
The Standard Bank of South Africa Limited
Tamela Holdings Proprietary Limited
Legal Advisor to Newco
Bowmans
Date: 13-02-2025 10:45:00
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