Wrap Text
Joint announcement – update on fulfilment of standby offer conditions
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
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 Thursday, 11 September
2025 advising Shareholders that the Longstop Date has been extended to 11 December 2025 .
2. UPDATE ON ANGOLA COMPETITION APPROVAL AND FULFILMENT OF STANDBY OFFER CONDITION
On Friday, 26 September 2025 the competition authority in Angola advised the Company and Newco that it
had unconditionally approved the implementation of the Standby Offer. The parties therefore confirm that the
Standby Offer Condition relating to the receipt of approval of the competition authority in Angola has been
fulfilled.
3. THE REMAINING STANDBY OFFER CONDITIONS FOR THE PROPOSED TRANSACTION
The only outstanding regulatory approval required for the implementation of the Standby Offer is the
competition approval by COMESA. The filing in this jurisdiction was submitted to the relevant authority in July
2025, and the parties continue to engage COMESA on accelerating the implementation of the Standby Offer
as soon as possible.
Barloworld Ordinary Shareholders will be advised in due course of any material developments in this regard.
4. STANDBY OFFER PROCESS
The Standby Offer will remain open for acceptance by Barloworld Ordinary Shareholders until the earlier of 11
December 2025 or 10 business days after the Standby Offer becomes unconditional, unless the Standby Offer
becomes unconditional within the 10 business days preceding 11 December 2025 , in which case the Standby
Offer will remain open for at least 10 business days from the date on which it became unconditional.
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. 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
30 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: 30-09-2025 03:20:00
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