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");
(iii) the voluntary announcement released by Barloworld on the SENS and on ANS on Friday, 13 September 2024,
advising Barloworld Ordinary Shareholders that the Company had submitted an initial notification of
Voluntary Self-Disclosure ("VSD") to the U.S Commerce Department's Bureau of Industry and Security ("BIS")
regarding apparent export control violations that the Company was investigating.
2. UPDATE ON VSD TO BIS AND FULFILMENT OF BIS STANDBY OFFER CONDITION
On Tuesday, 2 September 2025, Barloworld Ordinary Shareholders were advised that the Company has
completed its internal investigation and submitted its final VSD report to the BIS.
In accordance with the provisions of the Implementation Agreement, Newco has received the Final VSD and
the Dentons Report. The Dentons Report concludes that the facts identified in the investigation, do not provide
a basis for Dentons to believe that an apparent violation of US Sanctions by any one of VT LLC, Barloworld
Mongolia LLC, Barloworld Middle East FZE, VT UK LLC and/or Barloworld has occurred within the applicable
statute of limitations. In Denton's view, the information disclosed pursuant to the investigation does not provide
a basis for any self-disclosures in relation to US Sanctions violations to OFAC.
The parties therefore confirm that the Standby Offer Condition relating to the receipt of the Final VSD and the
Dentons Report by Newco has been fulfilled. This marks another positive milestone for the transaction.
3. UPDATE ON BOTSWANA COMPETITION APPROVAL AND FULFILMENT OF STANDBY OFFER CONDITION
On Tuesday, 26 August 2025 the Botswana Competition and Consumer Authority advised the Company and
Newco that it had unconditionally approved the implementation of the Newco Offer. The parties therefore
confirm that the Standby Offer Condition relating to the receipt of approval of the Botswana Competition and
Consumer Authority has been fulfilled.
4. THE REMAINING STANDBY OFFER CONDITIONS FOR THE PROPOSED TRANSACTION
The only outstanding approvals required for the implementation of the Standby Offer are the competition
approvals by COMESA and in Angola and Namibia. The filings in these jurisdictions have been submitted to the
relevant authorities and the parties are working towards obtaining these approvals as soon as possible. Upon
receipt of these approvals, and if: (i) no Material Adverse Change has occurred by the date all other Standby
Offer Conditions have been fulfilled or waived; and (ii) no Superior Competing Barloworld Proposal has
completed, the Standby Offer will become unconditional in accordance with its terms.
In the event that the aforementioned regulatory approvals are not received by Thursday, 11 September 2025,
the Longstop Date will automatically be extended by three calendar months.
Barloworld Ordinary Shareholders will be advised in due course of any material developments in this regard.
5. STANDBY OFFER PROCESS
Barloworld Ordinary Shareholders, CSDPs and brokers are reminded that the Standby Offer is currently open
for acceptance by Barloworld Ordinary Shareholders and where shareholders instruct a CSDP or broker to
accept the offer on their behalf, in accordance with the mandate between them and the CSDP or broker,
there is no lawful basis for a CSDP or broker to delay in accepting the Standby Offer on behalf of the
shareholder in question.
CSDPs and brokers must review their processes to ensure that instructions in relation to the Standby Offer are
processed without delay and appropriate confirmation is sent to the relevant shareholder once their
instructions have been processed.
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.
6. 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
2 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: 02-09-2025 08:10:00
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