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Notice of Compulsory Acquisition by Newco of all remaining shares in BWL in terms of S124(1) of the Companies Act
K2024528179 (SOUTH AFRICA) PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2024/528179/07)
("Newco")
ANNOUNCEMENT – NOTICE OF COMPULSORY ACQUISITION BY NEWCO OF ALL THE REMAINING
SHARES IN BARLOWORLD LIMITED ("BARLOWORLD") IN TERMS OF SECTION 124(1) OF THE
COMPANIES ACT, 2008
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; and
(iii) the joint announcement released by Barloworld and Newco on SENS and ANS on Monday, 10 November
2025, advising Barloworld Ordinary Shareholders that the Standby Offer was accepted by Barloworld Ordinary
Shareholders holding more than 90% of the Standby Offer Shares, and that Newco accordingly 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 Excluded Shareholders.
2. NOTICE TO INVOKE SECTION 124(1) OF THE COMPANIES ACT
As the Standby Offer has been accepted by Barloworld Ordinary Shareholders holding more than 90% of Barloworld
Ordinary Shares (excluding Barloworld Ordinary Shares held by Excluded Shareholders), Newco has elected to invoke
the provisions of section 124(1)(a) of the Companies Act in order to compulsorily acquire all Barloworld Ordinary Shares
(excluding Barloworld Ordinary Shares held by Excluded Shareholders), in respect of which the Standby Offer has not
been accepted ("Remaining Barloworld Shares") from those Barloworld Ordinary Shareholders who did not accept the
Standby Offer ("Remaining Barloworld Shareholders").
Accordingly, Newco has given notice to the Remaining Barloworld Shareholders that Newco will acquire all of the
Remaining Barloworld Shares in terms of section 124(1) of the Companies Act, at the Per Share Standby Offer
Consideration of R120.00 per Barloworld Ordinary Share and on the same terms and conditions as the Standby Offer
("Notice"). The full Notice will be posted to the Remaining Barloworld Shareholders today, Friday, 28 November 2025.
The Remaining Barloworld Shareholders are reminded of their rights, in terms of section 124(2) of the Companies Act
("Section 124(2) Rights"), to apply to a court of competent jurisdiction within 30 business days after receiving the Notice
for an order: (i) that Newco is not entitled to acquire their Remaining Barloworld Shares; or (ii) impose conditions on such
acquisition that are different from those of the Standby Offer.
Newco will be entitled and bound to compulsorily acquire from each Remaining Barloworld Shareholder, all of their
Remaining Barloworld Shares in accordance with the provisions of section 124 of the Companies Act at the Per Share
Standby Offer Consideration of R120.00 per Barloworld Ordinary Share and on the same terms and conditions as the
Standby Offer: (i) six weeks after the Notice has been given, if no Remaining Barloworld Shareholders exercise their
Section 124(2) Rights; or (ii) if any proceedings in terms of such Section 124(2) Rights are pending, then in respect of
the Remaining Barloworld Shareholders who instituted such proceedings, after such proceedings have been disposed
of.
3. SUSPENSION AND TERMINATION OF JSE AND A2X LISTINGS
The Barloworld Shares will be suspended from trading on the JSE and A2X with effect from the commencement of trade
on Monday, 1 December 2025. It is expected that the date upon which Barloworld Shares will be delisted from the JSE
and A2X will be Tuesday, 27 January 2026, subject to the approval of: (i) the JSE in terms of section 1.17(a) of the JSE
Listings Requirements; and (ii) the A2X in accordance with the A2X Listings Requirements. The Company will release a
separate announcement informing Barloworld Ordinary Shareholders once the delisting has been approved by the JSE
and A2X.
4. SALIENT DATES AND TIMES
The salient dates and times for the compulsory acquisition are set out below:
Record date for receipt of the Notice given in terms of section 124 of the Friday, 21 November 2025
Companies Act
Notice given in terms of section 124 of the Companies Act and published on Friday, 28 November 2025
SENS and the A2X News Service by 11:00
Last day to trade in Barloworld Shares on the JSE and the A2X Friday, 28 November 2025
Listing of Barloworld Ordinary Shares suspended on the JSE and the A2X with Monday, 1 December 2025
effect from the commencement of trade on
Record date to be recorded in the Register as a Remaining Barloworld Wednesday, 3 December
Shareholder 2025
Last day to exercise Section 124(2) Rights Thursday, 22 January 2026
Compulsory acquisition of the Remaining Barloworld Shares held by the Thursday, 22 January 2026
Remaining Barloworld Shareholders in accordance with section 124(5) of the
Companies Act, at the commencement of business on
Date of payment of the Per Share Standby Offer Consideration to Barloworld on Thursday, 22 January 2026
behalf of the Remaining Barloworld Shareholders. Unclaimed Per Share Standby
Offer Consideration to be held in trust subject to the provisions of section 124(8)
of the Companies Act and to be paid on demand
Termination of listing of Barloworld Ordinary Shares on the JSE and A2X Tuesday, 27 January 2026
expected from the commencement of trade on
5. RESPONSIBILITY STATEMENT
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
Friday, 28 November 2025
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
Transaction sponsor in relation to the compulsory acquisition and delisting
Tamela Holdings Proprietary Limited
Date: 28-11-2025 08:30:00
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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,
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