Wrap Text
Joint announcement – results of the standby offer to Barloworld ordinary shareholders
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")
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(A2X code: BAW)
(JSE ISIN: ZAE000026647)
(Bond issuer code: BIBAW)
("Barloworld" or the "Company")
JOINT ANNOUNCEMENT – RESULTS OF THE STANDBY OFFER TO BARLOWORLD ORDINARY
SHAREHOLDERS
Unless otherwise defined in this announcement, capitalised words and expressions have the meanings given to them in the
Circular (as defined below).
1. INTRODUCTION
Barloworld Ordinary Shareholders are referred to:
(i) the circular to Barloworld shareholders dated 29 January 2025 ("Circular") setting out 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 Excluded Shareholders;
(ii) the joint announcement released by Barloworld and Newco on SENS and ANS on Wednesday, 1 October
2025, advising Barloworld Ordinary Shareholders that all Standby Offer Conditions, as set out in the Circular,
had been fulfilled or waived and the Standby Offer had become unconditional (the "Finalisation
Announcement"); and
(iii) the joint announcements released by Barloworld and Newco on SENS and ANS on Monday, 6 October 2025
and Tuesday, 7 October 2025, advising Barloworld Ordinary Shareholders of, among other things, the timetable
applicable to the settlement of the Standby Offer (the "Settlement Announcements").
Barloworld Ordinary Shareholders were informed in the Finalisation Announcement and the Settlement Announcements
that settlement of the Standby Offer was subject to the Takeover Regulation Panel issuing a compliance certificate in
terms of section 121(b) of the Companies Act. Barloworld Ordinary Shareholders are hereby informed that the compliance
certificate was received by Newco from the Takeover Regulation Panel on Tuesday, 7 October 2025.
2. RESULTS OF THE STANDBY OFFER
The Standby Offer closed at 12:00 on Friday, 7 November 2025, and was accepted by Barloworld Ordinary Shareholders
holding 139,502,605 Barloworld Ordinary Shares (which is approximately 97.6% of the Standby Offer Shares). Together
with the Barloworld Ordinary Shares that were already held by Newco and the Excluded Shareholders prior to the Standby
Offer, these acceptances will result in Newco (together with the Excluded Shareholders) holding approximately 96.5% of
the total issued Barloworld Ordinary Shares in aggregate.
As advised in the announcement published by Barloworld on SENS and ANS on Thursday, 23 October 2025, the Standby
Offer has been accepted to the extent that Newco, together with its related and inter-related persons, and persons acting
in concert with it, now hold more than 90% of the Barloworld Ordinary Shares in issue, and Barloworld Ordinary
Shareholders are thus entitled to require Newco to acquire all of their Barloworld Ordinary Shares at the Per Share
Standby Offer Consideration of R120.00 per Barloworld Ordinary Share on the basis set out in section 124(4) of the
Companies Act.
As the Standby Offer has been accepted by Barloworld Shareholders holding more than 90% of the Standby Offer Shares,
Newco intends 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, at the Per Share Standby Offer
Consideration of R120.00 per Barloworld Ordinary Share (the "Squeeze-Out").
Upon completion of the Squeeze-Out, Newco will, together with the Excluded Shareholders, hold all of the Barloworld
Ordinary Shares and application will be made for the termination of the listing of Barloworld Ordinary Shares on the JSE
in terms of paragraph 1.17(a) of the JSE Listings Requirements and A2X in accordance with the A2X Listings
Requirements. Newco will publish an announcement in relation to the foregoing in due course. Once such notice is given,
the Barloworld Ordinary Shares will be suspended from trading on the JSE and A2X, and the notice will contain further
details in that regard.
Where Barloworld Ordinary Shareholders, their CSDPs or brokers have any questions in relation to the Standby Offer or
the Squeeze Out, 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.
3. 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
10 November 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 Newco
Deutsche Bank
The Standard Bank of South Africa Limited
Tamela Holdings Proprietary Limited
Legal adviser to Newco
Bowmans
South African legal adviser on competition law and legal due diligence to Newco
Webber Wentzel
International legal adviser on competition law and legal due diligence to Newco
Ashurst
Communications adviser to Newco
FTI Consulting
Date: 10-11-2025 01:25:00
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