Wrap Text
Joint announcement – Competition Commission issues positive recommendation regarding 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 COMMISSION ISSUES POSITIVE RECOMMENDATION REGARDING 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"); and
(iv) the announcement released by Barloworld and Newco on SENS on Friday, 9 May 2025 ("Extension
Announcement"), amongst other things, advising Barloworld Ordinary Shareholders that:
a. the Acceptance Date Deadline had been extended to 30 June 2025 in order to allow additional
time for Barloworld Shareholders who wish to accept the Standby Offer to do so; and
b. Newco will on or before 30 June 2025, assess the level of acceptances received and decide
whether or not it wishes to waive the Acceptance Condition and proceed with the Standby Offer.
2. POSITIVE RECOMMENDATION BY THE SOUTH AFRICAN COMPETITION COMMISSION
Shareholders are advised 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.
The recommended conditions principally relate to Newco's commitment, as stated in the PIC Undertaking
Announcement, to implement a 13.5% broad-based black economic empowerment transaction in Barloworld
after the delisting of Barloworld from the JSE and A2X.
The Commission's recommendation will now be considered by the Tribunal. In addition to the approval of the
Tribunal, the parties are continuing to work towards the fulfilment of the remaining conditions precedent for
the Proposed Transaction to become unconditional. Shareholders will be advised in due course as to material
developments in this regard.
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
9 June 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: 09-06-2025 09:30:00
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.
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