Wrap Text
Joint announcement regarding the Standby Offer
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 REGARDING THE STANDBY OFFER
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; and
(iii) the joint 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 to allow additional
time for Barloworld Ordinary Shareholders who wish to accept the Standby Offer to do
so; and
b. on or before 30 June 2025, Newco will assess the level of acceptances of the Standby
Offer received, and decide whether or not it wishes to waive the Acceptance Condition
and proceed with the Standby Offer.
2. FURTHER EXTENSION OF THE DATE OF FULFILMENT OR WAIVER OF ACCEPTANCE CONDITION
Newco hereby waives the Acceptance Condition with effect from the date on which the other
Standby Offer Conditions are fulfilled (or, if applicable, waived). Newco confirms that this waiver
is irrevocable and is subject only to the fulfilment of (or, if applicable, waiver) of the other Standby
Offer Conditions.
As at the date of this announcement, Newco has received Valid Acceptances of the Standby
Offer in respect of 64,224,014 Barloworld Ordinary Shares which equate to approximately 34.4%
of all the Barloworld Ordinary Shares in issue (excluding Treasury Shares). This, together with
the Consortium's and the Barloworld Foundation's existing shareholdings, equates to 57.7% of
the Barloworld Ordinary Shares in issue (excluding Treasury Shares).
Newco has requested an extension to the Acceptance Date Deadline to ensure that the waiver
of the Acceptance Condition will only become effective once the other Standby Offer Conditions
have been fulfilled (or, if applicable, waived) in order to give Newco certainty that Barloworld
Ordinary Shareholders who have made Valid Acceptances may not withdraw their acceptances.
Newco wishes to ensure that the Consortium will hold at least 51% of the Barloworld Ordinary
Shares in issue (excluding Treasury Shares) after the Standby Offer is implemented.
Barloworld Ordinary Shareholders are advised that, after careful consideration, and with
Barloworld Ordinary Shareholders' best interest in mind, the Independent Board has, in terms of
Regulation 103(4)(b), agreed to extend the Acceptance Date Deadline to the date on which the
other Standby Offer Conditions are fulfilled (or, if applicable, waived). The Independent Board
believes that, in light of Newco's confirmation above, the extension is to the benefit of Barloworld
Ordinary Shareholders because it avoids the Standby Offer failing on 30 June 2025 in
circumstances where Newco is willing to proceed with the Standby Offer at the current level of
Valid Acceptances.
Barloworld Ordinary Shareholders are advised that as at the date of this announcement, the
Standby Offer Conditions set out in the following paragraphs of the Circular have not yet been
fulfilled (or, if applicable, waived), namely paragraphs 6.3(v) (regulatory approvals (other than a
TRP compliance certificate)), 6.3(vi) (no Material Adverse Change), 6.3(vii) (Newco receipt of the
Final VSD and the Dentons Report), and 6.3(viii) (no Superior Competing Barloworld Proposal).
As a condition to the extension of the Acceptance Date Deadline, Newco has agreed to pay a
break fee in the amount of R20,000,000 to the Company to defray certain of the Company's costs
in relation to Newco Offer, if the Standby Offer Conditions referred to above are not fulfilled (or,
if applicable, waived) by the Longstop Date.
STANDBY OFFER PROCESS
As noted in the joint announcement released on SENS and ANS on 9 June 2025, the South
African Competition Commission ("Commission") has recommended that the South African
Competition Tribunal ("Tribunal") approve the Proposed Transaction, subject to certain public
interest conditions. The Commission's recommendation is in the process of being considered by
the Tribunal and the parties continue to work towards the fulfilment of the other remaining
conditions precedent for the Proposed Transaction.
The Standby Offer therefore remains open for acceptance by those Barloworld Ordinary
Shareholders who wish to accept the Standby Offer but have not yet done so. The deadline for
acceptance of the Standby Offer is 12:00 on the first Friday falling ten Business Days or more
after the date on which the last of the Standby Offer Conditions is fulfilled (or, if applicable,
waived).
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.
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
30 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: 30-06-2025 04:25:00
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