Wrap Text
Joint announcement – Competition Tribunal approves Proposed Transaction
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 – COMPETITION TRIBUNAL APPROVES PROPOSED TRANSACTION
Unless otherwise defined in this announcement, capitalised words and expressions have the meanings given to them
in the Circular and Extension Announcement (defined below).
1. INTRODUCTION
Barloworld Ordinary Shareholders are referred to:
(i) the joint firm intention announcement released on the JSE Stock Exchange News Service ("SENS") and on
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, read with 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");
(iii) the announcement released by Newco on SENS and ANS on Wednesday, 23 April 2025, advising Barloworld
Ordinary Shareholders that the Public Investment Corporation has delivered to Newco an undertaking to
accept the Standby Offer ("PIC Undertaking Announcement");
2. the announcement released by Barloworld and Newco on SENS on Friday, 9 June 2025, advising Barloworld
Ordinary Shareholders that the South African Competition Commission ("the Commission") has recommended
that the South African Competition Tribunal ("the Tribunal") approve the Proposed Transaction, subject to
certain public interest conditions; and
3. the announcement released by Barloworld and Newco on SENS on Tuesday, 30 June 2025, amongst other
things, 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).
4. APPROVAL BY THE SOUTH AFRICAN COMPETITION TRIBUNAL
Shareholders are advised that the Tribunal has approved the Proposed Transaction, subject to certain public
interest conditions.
The conditional approval by the Tribunal concludes the competition review process in South Africa and marks
a positive milestone for the transaction. The public interest conditions imposed by the Tribunal fall within the
ambit of South Africa's B-BBEE framework and support increased black ownership and participation and are
acceptable to Newco.
The parties are continuing to work towards the fulfilment of the remaining conditions precedent for the
Proposed Transaction, as outlined in the Circular.
Shareholders will be advised in due course of any material developments in this regard.
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
18 August 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: 18-08-2025 09:00:00
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