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BARLOWORLD LIMITED - Determination of final purchase price

Release Date: 09/12/2020 15:19
Code(s): BAW BAWP BAW29 BAW31 BAW21 BAW34 BAW33 BC127 BAW30 BAW22 BAW28 TON     PDF:  
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Determination of final purchase price

Tongaat Hulett Limited
(Incorporated in the Republic of South Africa)
Registration number 1892/000610/06
JSE Share Code: TON
ISIN: ZAE000096541

Barloworld Limited
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Income Tax Registration number 9000/051/71/5)
(Share code: BAW)
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(Bond issuer code: BIBAW)
(JSE ISIN: ZAE000026647)
(Namibian Stock Exchange share code: BWL)

Determination of final purchase price

As shareholders of THL and Barloworld were advised in the announcement of 2 November 2020, the
transaction in which KLL Group Proprietary Limited, a wholly-owned subsidiary of Barloworld, (“KLL Group”)
purchased the Tongaat Hulett starch business (the “Starch Business”) from THL had been implemented.

KLL Group paid an initial cash amount of ZAR4,986,184,000 (four billion, nine hundred and eighty six
million, one hundred and eighty four thousand Rand) (the “Initial Amount”) to THL on 31 October 2020,
being an estimate of the final purchase price based on the financial position of the Starch Business as at
30 September 2020.

The 31 October 2020 closing accounts have now been finalised. Based on the debt and net working capital
levels of the Starch Business as at 31 October 2020, a final purchase price of R5,260,150,000 (five billion,
two hundred and sixty million and one hundred and fifty thousand Rand) has now been determined.

The amount by which the final purchase price exceeds the Initial Amount, being R273,966,000 (two hundred
and seventy-three million, nine hundred and sixty-six thousand Rand), accordingly became payable by KLL
Group. KLL Group has now made payment thereof to THL. An amount of R105,298,000 (one hundred and
five million, two hundred and ninety eight thousand Rand) will be used by THL to further reduce its South
African debt, while the balance will be used to settle transaction costs and any related obligations, such as
the legacy pension obligations.

Responsibility statement

The board of directors of THL, individually and collectively, accepts full responsibility for the accuracy of the
information solely pertaining to THL contained in this announcement. In addition, the board of directors of
THL certifies that to the best of its knowledge and belief, the information contained in this announcement
solely pertaining to THL is true and, where appropriate, does not omit anything that is likely to affect the
importance of the information contained herein, and that all reasonable enquiries to ascertain such
information have been made.

9 December 2020

Financial Adviser and Transaction Sponsor to THL
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Legal Adviser to THL

Financial Advisor and Transaction Sponsor to Barloworld
Absa Corporate and Investment Banking, a division of Absa Bank Limited

Legal Advisor to Barloworld
DLA Piper Advisory Services Proprietary Limited

JSE Equity and Debt Sponsor to Barloworld
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 09-12-2020 03:19:00
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