Wrap Text
Redemption of entire issued cumulative preference share capital in Barloworld
BARLOWORLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Share code: BAW)
(A2X code: BAW)
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(JSE ISIN: ZAE000026647)
(Bond issuer code: BIBAW)
("Barloworld" or the "Company")
ANNOUNCEMENT – REDEMPTION OF THE ENTIRE ISSUED CUMULATIVE PREFERENCE SHARES IN BARLOWORLD
Unless otherwise defined in this announcement ("Announcement"), capitalised words and expressions have the meanings given
to them in the Circular (as defined below).
1. INTRODUCTION
Barloworld Ordinary Shareholders and Barloworld Preference Shareholders are referred to:
(i) the circular to Barloworld shareholders dated 29 January 2025 ("Circular") setting out, among other things, the
terms and conditions of the Standby Offer by Newco to acquire all the issued Barloworld Ordinary Shares
excluding the Barloworld Ordinary Shares held by the Excluded Shareholders; and
(ii) the announcement released by Newco on SENS and ANS on Friday, 28 November 2025, advising Barloworld
Ordinary Shareholders that Newco has elected to invoke the provisions of section 124(1) of the Companies
Act to compulsorily acquire all of the Barloworld Ordinary Shares not already held by it or the Excluded
Shareholders (the "Squeeze-Out").
2. REDEMPTION OF THE BARLOWORLD PREFERENCE SHARES
Salient features and rationale
As set out in the Circular:
(i) Barloworld has 375,000 Barloworld Preference Shares in issue. The Barloworld Preference Shares are listed
on the Main Board of the JSE and have the rights, preferences, privileges and terms detailed in article 9 of the
Barloworld MOI.
(ii) The rights attaching to the Barloworld Preference Shares include:
a) the right to receive, out of the profits of Barloworld which Barloworld resolves to distribute, a fixed
cumulative preferential dividend at the rate of 6% per annum, calculated on the capital from time to
time, paid up or deemed to be paid up, of Barloworld. The preferential dividend is payable half yearly
on 30 April and 31 October each year, in respect of the preceding 6-month period. After having
received the aforesaid fixed preferential dividend, the Barloworld Preference Shares have no further
right to participate in Barloworld's profits in any year;
b) in the case of a winding up of Barloworld, the right, in priority to Barloworld Ordinary Shareholders,
to repayment of the nominal amount of the capital paid up or deemed to be paid up and any arrears
of the cumulative preferential dividend, whether declared or not, up to the date of commencement of
the winding up. The Barloworld Preference Shares are not entitled to any further participation in the
capital or profits of Barloworld, save as aforesaid; and
c) the right to receive notice of and attend, but not to vote at, general meetings of Barloworld Ordinary
Shareholders, unless the fixed preferential dividend is in arrears by more than 12 months, in which
event the Barloworld Preference Shareholders are entitled to vote in respect of the matters detailed
in article 9.2 of the Barloworld MOI.
Trading in Barloworld Preference Shares
Notwithstanding that the Barloworld Preference Shares are equity instruments listed on the JSE, they are
illiquid. As at the date of this Announcement, there are only 39 Barloworld Preference Shareholders recorded
in the Register with only the following trades having occurred in respect of the Barloworld Preference Shares
during the twelve months prior to the date of issue of this Announcement:
(a) 1,000 Barloworld Preference Shares traded in February 2025 with an aggregate value of ZAR 880 at one
price of ZAR0.88; and
(b) 4,748 Barloworld Preference Shares traded in May 2025 with an aggregate value of ZAR 4,178.24 at one
price of ZAR0.88.
There were no trades in the Barloworld Preference Shares during the 30 days preceding the date of this
Announcement.
Conditions Precedent
The terms of the Barloworld Preference Shares as set in the Barloworld MOI do not currently make provision for the
redemption of the Barloworld Preference Shares. Accordingly, as set out in the Circular, the Barloworld Board proposed
that the terms of the Barloworld Preference Shares be amended in such a manner as to enable Barloworld to redeem
the Barloworld Preference Shares, as detailed in the Circular.
The Preference Share Terms Amendment requires an amendment to the Barloworld MOI. As such:
(i) section 16(1)(c)(ii) of the Companies Act, Schedule 10 of the JSE Listings Requirements and article 4.3.1 of
the Barloworld MOI requires the amendment to be approved by a special resolution adopted at a shareholders'
meeting of Barloworld Ordinary Shareholders; and
(ii) in addition, article 4.3 of the Barloworld MOI provides that the Preference Share Terms Amendment is subject
to the prior approval of the holders of the Barloworld Preference Shares passed at a separate class meeting of
the Barloworld Preference Shareholders in the same manner, mutatis mutandis, by a special resolution.
Meetings of the Barloworld Ordinary Shareholders and the Barloworld Preference Shareholders were convened on
26 February 2025 for the purposes of passing the resolutions required for the Preference Share Terms Amendment. The
resolutions required to be passed by the Barloworld Preference Shareholders were duly passed at the meeting of
Barloworld Preference Shareholders. However, the resolution required to be passed by the Barloworld Ordinary
Shareholders (special resolution number 4 contained in the notice of general meeting of Barloworld shareholders
attached in the Circular) was not passed.
The Barloworld Board and Newco wish to proceed with the Preference Share Terms Amendment, and Newco is entitled
to exercise sufficient voting rights to pass the special resolution required to be passed by Barloworld Ordinary
Shareholders to give effect to the Preference Share Terms Amendment. Accordingly, it is proposed that the special
resolution will be proposed to, and passed by, the Barloworld Ordinary Shareholders once the Squeeze-Out has been
implemented and the Barloworld Ordinary Shares have been delisted from the JSE (which delisting is expected to occur
on Tuesday, 27 January 2026).
Once the aforementioned special resolution has been passed and filed with the Companies and Intellectual Property
Commission, and Barloworld has obtained any approvals required from FinSurv in terms of the Exchange Control
Regulations in order to redeem the Barloworld Preference Shares and delist them from the JSE, Barloworld will proceed
with the redemption of the Barloworld Preference Shares in accordance with the amended terms of the Barloworld
Preference Shares (as described in the Circular).
The purpose of this Announcement is to notify the Barloworld Preference Shareholders of the redemption of the entire
issued Barloworld Preference Share capital subject to the fulfilment of the conditions precedent outlined above.
3. PROCEDURE FOR REDEMPTION
The Company shall redeem all of the 6% Barloworld Preference Shares out of internally generated cash flows of the
Company on a date determined by the Barloworld Board, provided such date is not earlier than the date upon which the
amendments to the Barloworld MOI become effective.
On the Redemption Date, Barloworld shall pay to the holders of the Barloworld Preference Shares the aggregate of the
following amounts, without double counting:
(i) a redemption price of R2.50 (250 cents) per Preference Share;
(ii) all accumulated preference dividends (as defined in the Preference Share Terms) at that time (if any); and
(iii) all accrued preference dividends (as defined in the Preference Share Terms) at that time (if any).
Dividends shall accrue on the Barloworld Preference Shares at a rate of 8% per annum from 31 December 2025 until the
actual date of redemption of the Barloworld Preference Shares.
4. On the assumption that the Barloworld Preference Shares are redeemed on Monday, 2 March 2026, the gross amount
payable to the holders of the Barloworld Preference Shares will be equal to a capital payment of ZAR2.50 (250 cents)
plus a dividend payment of ZAR0.057 (5.7 cents) (ZAR2.557 (255.7 cents)) per Barloworld Preference Share and the net
amount payable to the holders of Barloworld Preference Shares who are subject to dividends withholding tax at 20% (as
described below) will be equal to a capital payment of ZAR2.50 (250 cents) and a dividend payment of ZAR0.0456 (4.56
cents) (ZAR2.5456 (254.56 cents)) per Barloworld Preference Share (in each case rounded to the nearest cent, with one-
half of a cent or more rounded up and less than one-half of a cent rounded down).
This amount is subject to change depending on the date on which the redemption actually occurs, and the actual amount
payable will be set out in the finalisation announcement that will be published in connection with the redemption.
Taxation implications
The amounts of all accumulated and accrued preference dividends (as defined in the Preference Share Terms) payable
to the holders of Barloworld Preference Shares pursuant to the redemption will be reduced by local dividends withholding
tax, limited to the dividends paid, (currently 20%) unless a holder of the Barloworld Preference Shares is exempt from
dividends tax or subject to a reduced dividends tax rate and has in each instance duly submitted the prescribed
declaration and written undertaking to the relevant regulated intermediary. Barloworld shall be liable for any securities
transfer tax and/or other similar tax which may be or become payable by a holder of the Barloworld Preference Shares
in South Africa on the redemption of such Barloworld Preference Shares. To the extent that any holder becomes liable
to pay such securities transfer tax and/or other similar tax in South Africa, the Company shall pay to the relevant holder
on demand an amount equal to such securities transfer tax and/or other similar tax paid by that holder. The Company
indemnifies and holds that holder of the Barloworld Preference Shares harmless accordingly.
The Company shall be entitled to redeem the Barloworld Preference Shares in any manner permissible in law, including
by applying any amounts standing to the credit of the contributed tax capital account or any other share capital account
(if any and howsoever described) of the Company in providing for the amounts payable on the redemption of the
Barloworld Preference Shares.
Nothing contained in this Announcement is intended to constitute tax advice. Barloworld Preference Shareholders are
advised to consult their tax advisors regarding any taxation implications pertaining to them regarding the redemption. In
addition, Barloworld Preference Shareholders who are not considered to be ordinarily resident in the Common Monetary
Area (collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and eSwatini) in terms of the
Exchange Control Regulations, 1961, as amended, promulgated in terms of section 9 of the South African Currency and
Exchanges Act, Act 9 of 1933, are advised to consult their financial advisors regarding any Exchange Control Regulations
pertaining to them regarding the redemption.
Barloworld's tax reference number is 9000051715.
Action required by Preference Shareholders
In respect of holders of Dematerialised Barloworld Preference Shares, the redemption will be done automatically by the
Barloworld Preference Shareholder's Central Securities Depository Participant or broker.
In respect of holders of Certificated Barloworld Preference Shares, such holders shall, within 5 days of the Redemption
Date and provided that the Barloworld Preference Share amount has been paid to the holders, be obliged to (i) surrender
their share certificates in respect of their preference shares to the Company's Transfer Secretary, JSE Investor Services
Proprietary Limited, One Exchange Square, 2 Gwen Lane, Sandown, 2196 or P.O Box 4844, Johannesburg, 2000; or (ii)
if such certificates have been lost or destroyed, provide such proof of loss or destruction, and such indemnity, as the
Company may reasonably require.
If any certificate issued in respect of a Barloworld Preference Share is defaced, lost or destroyed, it shall be replaced by
the Company upon receipt by the Company of either the defaced certificate or an affidavit by the holder to the effect that
such certificate has been lost or destroyed, together with a written undertaking indemnifying the Company against any
loss, liability, damage, cost or expense which the Company may suffer as a result of issuing such replacement certificate.
5. EFFECT OF THE REDEMPTION OF THE BARLOWORLD PREFERENCE SHARES ON NET ASSET VALUE, NET
TANGIBLE ASSET VALUE, EARNINGS AND HEADLINE EARNINGS PER SHARE
cents 30 September 2025 Pro forma adjustments 30 September 2025
Published Pro forma
Net asset value per share 9 141.0 1.0 9 140.0
Net tangible asset value 7 566.0 - 7 566.0
per share
Earnings per share 776.6 - 776.6
Headline earnings per 810.0 - 810.0
share
6. The pro forma financial effects have been prepared for illustrative purposes only to show the effect of the redemption on
the result for the year ended 30 September 2025 as if the redemption had occurred on 30 September 2025 for statement
of financial position purposes and for the year end 30 September 2025 for statement of comprehensive income purposes.
The redemption of the Barloworld Preference shares would have resulted in a decrease of R 1 million in shareholders'
equity and cash (including de minimus interest foregone). This will not have a material impact on the financial information.
Because of its nature, the pro forma financial effects may not fairly present Barloworld's financial position, changes in
equity, results of operations or cashflow.
The pro forma financial information contained in this Announcement is the responsibility of the directors of Barloworld
and has not been reviewed or reported on by Barloworld's external auditors.
7. JSE WAIVER
The JSE has waived the requirement for a circular to be sent to Barloworld Preference Shareholders in accordance with
JSE Listings Requirement 11.38(b) as the information required by a circular is contained in this Announcement and the
redemption does not contain any options and the Preference Shares must be redeemed on specific terms and at specific
times.
8. SALIENT DATES AND TIMES
It is anticipated that the redemption of the Barloworld Preference Shares will be implemented in accordance with the
timetable set out below. These dates are subject to change and any changes to the timetable will be released on SENS
and A2X.
Expected date of the termination of the listing of the Barloworld Ordinary Shares Tuesday, 27 January 2026
on the JSE and A2X following the completion of the Squeeze-Out
Expected date by which the special resolution required to implement the Friday, 13 February 2026
Preference Share Terms Amendment will be passed by the Barloworld Ordinary
Shareholders and filed with the Companies and Intellectual Property
Commission
Publication of finalisation data by no later than 11:00 on Tuesday, 17 February 2026
Last day to trade in Barloworld Preference Shares on the JSE and the A2X Tuesday, 24 February 2026
Listing of Barloworld Preference Shares suspended on the JSE and the A2X Wednesday, 25 February 2026
with effect from the commencement of trade on
Record date to be recorded in the Register as a Barloworld Preference Friday, 27 February 2026
Shareholder in order to receive the redemption payment
Date of payment of the redemption payment to Barloworld Preference Monday, 2 March 2026
Shareholders
Termination of listing of Barloworld Preference Shares on the JSE and A2X from Tuesday, 3 March 2026
the commencement of trade on
The amended Barloworld MOI will be available for inspection as Barloworld's registered office, Barloworld Corporate
Office, 61 Katherine Street, Sandton, 2196 from Friday, 13 February 2026 until Monday, 2 March 2026.
No Barloworld Preference Share certificates may be dematerialised or rematerialised from Wednesday, 25 February
2026.
Johannesburg
19 December 2025
Transaction sponsor in relation to the preference share redemption
Tamela Holdings Proprietary Limited
Date: 19-12-2025 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
Sharenet Sites 
