Wrap Text
Distribution of circular and notice of general meeting
BARLOWORLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(JSE share code: BAW)
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(JSE ISIN: ZAE000026647)
(A2X code: BAW)
(Bond issuer code: BIBAW)
("Barloworld" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Unless otherwise defined in this announcement, words and expressions contained herein shall have the
same meanings as assigned to them in the FIA and Circular referred to below.
1. INTRODUCTION
Barloworld Ordinary Shareholders are referred to the firm intention announcement released on SENS and
on A2X News Service ("ANS") on Wednesday, 11 December 2024 ("FIA") regarding the Proposed
Transaction, being: (i) a scheme of arrangement between Barloworld and its shareholders in terms of
sections 114(1) read with section 115 of the Companies Act in terms of which Newco will acquire all of the
Barloworld Ordinary Shares other than those held by the Excluded Shareholders, for the Scheme
Consideration or, alternatively; (ii) a Standby Offer pursuant to which, if implemented, Newco will acquire
all of the Barloworld Ordinary Shares from Barloworld Ordinary Shareholders other than the Barloworld
Ordinary Shares held by the Excluded Shareholders, in terms of section 117(1)(c)(v) of the Companies Act,
for the Standby Consideration.
2. CIRCULAR AND NOTICE OF GENERAL MEETING
A circular to Barloworld Shareholders ("Circular"), which sets out the complete details relating to the
Proposed Transaction, has been published on Barloworld's website
(https://barloworld.com/investors/circular/) and was distributed today to Barloworld Ordinary Shareholders
and to Barloworld Preference Shareholders recorded in the Company's share register on Friday, 17 January
2025.
The Circular incorporates a notice convening the General Meeting and a notice convening the Preference
Shareholder Meeting at which Barloworld Ordinary Shareholders and Barloworld Preference Shareholders,
respectively, will be requested to vote on the relevant resolutions to approve and implement the Scheme
and Preference Share Terms Amendment. The Preference Shareholder Meeting will be held immediately
after the conclusion of the General Meeting on Wednesday, 26 February 2025. Both the General Meeting
and the Preference Shareholder Meeting will be held entirely by electronic communication, in accordance
with the provisions of section 64 of the Companies Act, the Barloworld MOI and the JSE Listings
Requirements.
3. IMPORTANT DATES AND TIMES
The salient dates and times pertaining to the General Meeting and the Preference Shareholder Meeting
are set out below and are also contained in the Circular.
Issuer name Barloworld Limited
Type of instrument Ordinary shares and preference shares
Ordinary share ISIN ZAE000005443
Preference share ISIN ZAE000026647
JSE and A2X ordinary share code BAW
JSE and A2X preference share code BAWP
Meeting type General meeting and preference
shareholder meeting
Meeting venue Entirely by electronic communication
Company's weblink to Circular https://barloworld.com/investors/circular/
2025
Record date to determine which Barloworld Ordinary Shareholders Friday, 17 January
and Barloworld Preference Shareholders are entitled to receive this
Circular and notices convening the General Meeting and Preference
Shareholder Meeting, respectively, on
Distribution of Circular and notices convening the General Meeting Wednesday, 29 January
and Preference Shareholder Meeting to Barloworld Ordinary
Shareholders and Barloworld Preference Shareholders, respectively,
and associated announcement released on SENS and A2X News
Service ("ANS"), on
Notices of General Meeting and Preference Shareholder Meeting, Thursday, 30 January
respectively, published in South African press on
Last day to trade in Barloworld Ordinary Shares and Barloworld Tuesday, 18 February
Preference Shares to be recorded in the Register to attend, speak and
vote at the General Meeting and Preference Shareholder Meeting,
respectively (refer to note 3 below), on
General Meeting Record Date for (i) Barloworld Ordinary Friday, 21 February
Shareholders to be recorded in the Register in order to attend, speak
and vote at the General Meeting, and (ii) Barloworld Preference
Shareholders to be recorded in the Register in order to attend, speak
and vote at the Preference Shareholder Meeting, on
Last day and time to lodge Forms of Proxy with the Transfer Secretary Monday, 24 February
for administrative purposes by 09:00 (refer to note 2 below), on
Last date and time for Barloworld Ordinary Shareholders to give Wednesday, 26 February
notice to Barloworld objecting to the Scheme Resolution in terms of
section 164(3) of the Companies Act by 09:00 on
General Meeting to be held at 09:00 on Wednesday, 26 February
Preference Shareholder Meeting to be held, as a separate class Wednesday, 26 February
meeting immediately after the General Meeting concludes, on
Results of the General Meeting and Preference Shareholder Meeting Thursday, 27 February
published in the South African press on
If the Preference Share Terms Amendment is approved at the General Meeting and the Preference
Shareholder Meeting, respectively and if the Scheme is approved at the General Meeting (1)
Amendments to Barloworld MOI filed with Companies and Intellectual Thursday, 27 February
Property Commission on
Last day for Barloworld Ordinary Shareholders who voted against the Wednesday, 5 March
Scheme Resolution to require Barloworld to seek Court approval for the
Scheme in terms of section 115(3)(a) of the Companies Act if (i) the
Scheme Resolution is approved at the Barloworld General Meeting and
(ii) the Scheme Resolution was opposed by at least 15% of the voting
rights that were exercised on the Scheme Resolution, on
Last day for Barloworld Ordinary Shareholders who voted against the Wednesday, 12 March
Scheme Resolution to apply to Court for leave to review of the Scheme
in terms of section 115(3)(b) of the Companies Act, if the Scheme
Resolution is approved, on
Preference Share Terms Amendment is effective (2) on Friday, 14 March
Last day for objecting Barloworld Ordinary Shareholders to make a Thursday, 27 March
demand to Barloworld, to pay such objecting Barloworld Ordinary
Shareholders the fair value of all Barloworld Ordinary Shares held by
them in terms of section 164(7) of the Companies Act, on
(1)note that if the Scheme is not approved and the Preference Share Terms Amendment is approved,
the Preference Share Terms Amendment will proceed
If the Scheme becomes unconditional (the following dates
assume that no Court approval or review of the Scheme is
required which will be confirmed in the finalisation
announcement if the Scheme becomes unconditional):
Compliance certificate to be received from the TRP on Friday, 6 June
Scheme Finalisation Date expected on Monday, 9 June
Scheme Finalisation Date announcement expected to be released on Monday, 9 June
SENS and A2X by 11:00 on
Scheme Finalisation Date announcement expected to be published in Tuesday, 10 June
the South African press on
Delisting application in respect of the Barloworld Shares lodged with Wednesday, 11 June
the JSE on
Scheme LDT, expected on Tuesday, 17 June
Trading in Barloworld Ordinary Shares on the JSE and A2X suspended Wednesday, 18 June
from commencement of trade, expected on
Scheme Record Date to be recorded in the Register in order to receive Friday, 20 June
the Per Share Scheme Consideration, expected on
Scheme Implementation Date, expected on Monday, 23 June
Payment of the Per Share Scheme Consideration to Dematerialised Monday, 23 June
Ordinary Shareholders, expected on
Assuming surrender of Documents of Title and duly completed Form of Monday, 23 June
Surrender, Transfer and Acceptance received by the Transfer
Secretary timeously, payment of the Per Share Scheme Consideration
to Certificated Ordinary Shareholders, expected on
Termination of listing of Barloworld Ordinary Shares on the JSE and Tuesday, 24 June
A2X, expected at commencement of trade on
Notes
1. The above dates and times are subject to such changes as may be agreed to by Barloworld and Newco and, if
required, approved by the TRP and/or the JSE. Any changes to the timetable will be released on SENS and ANS.
2. Completed Forms of Proxy must be (i) lodged with, emailed or posted to the Transfer Secretary, to be received by
them no later than 09:00 on Monday, 24 February 2025 for administrative purposes or (ii) handed to the Transfer
Secretary or chairperson of the General Meeting and Preference Shareholder Meeting, respectively, at the General
Meeting or Preference Shareholder Meeting, as applicable, at any time before the proxy exercises any rights of
the Barloworld Ordinary Shareholder or Barloworld Preference Shareholder at such General Meeting or Preference
Shareholder Meeting, respectively.
3. Barloworld Ordinary Shareholders and Barloworld Preference Shareholders should note that, as trades in
Barloworld Ordinary Shares and Barloworld Preference Shares on the JSE (and A2X in the case of Barloworld
Ordinary Shareholders) are settled in the electronic settlement system used by Strate, settlement of trades takes
place three Business Days after the date of such trades. Therefore, Barloworld Ordinary Shareholders who acquire
Barloworld Ordinary Shares and Barloworld Preference Shareholders who acquire Barloworld Preference Shares
on the JSE (and A2X in the case of Barloworld Ordinary Shareholders) after the voting last day to trade, expected
to be on Tuesday, 18 February 2025, being the Meeting LDT, will not be entitled to vote at the General Meeting or
Preference Shareholder Meeting, as applicable.
4. Barloworld Ordinary Shareholders who wish to exercise their Appraisal Rights in respect of the Scheme Resolution
are referred to Annexure 5 to the Circular for purposes of determining the relevant timing for the exercise of their
Appraisal Rights. The exercise of Appraisal Rights may result in changes to the above salient dates and times and
Barloworld Ordinary Shareholders will be notified separately of the applicable dates and times resulting from any
such changes.
5. Barloworld Ordinary Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act,
to require the approval of a Court for the Scheme Resolution, are referred to Annexure 3 to the Circular, which
includes an extract of section 115 of the Companies Act. Should Barloworld Ordinary Shareholders exercise their
rights in terms of section 115(3) of the Companies Act, the dates and times set out above may change, in which
case an updated timetable will be released on SENS and ANS.
6. Dematerialised Ordinary Shareholders and Dematerialised Preference Shareholders, other than those with Own-
Name Registration, must provide their CSDP or Broker with their instructions for voting at the General Meeting and
Preference Shareholder Meeting, respectively, by the cut-off time and date stipulated by their CSDP or Broker in
terms of their respective Custody Agreements between them and their CSDP or Broker.
7. No Dematerialisation or re-materialisation of Barloworld Ordinary Shares may take place from the commencement
of business on the Business Day following the Scheme LDT. The Scheme LDT is expected to be on Tuesday, 17
June 2025.
8. If the General Meeting or the Preference Shareholder Meeting is adjourned or postponed, the above dates and
times will change, but the Forms of Proxy and Preference Share Proxy submitted for the initial General Meeting
and Preference Shareholder Meeting, respectively, will remain valid in respect of any adjournment or
postponement of the General Meeting or Preference Shareholder Meeting, as applicable.
9. If the Standby Offer Trigger Event occurs, all dates and times pertinent to the Standby Offer will be published on
SENS and ANS and in the South African press.
10. All times referred to in this Circular are references to South African Standard Time.
11. The TRP granted an exemption dated 16 January 2025 in terms of which the period within which the Per Share
Scheme Consideration must be paid to Dematerialised Ordinary Shareholders in terms of Companies Regulation
102(12) was extended from 6 Business Days to 9 Business Days to align with the JSE Listings Requirements.
4. Responsibility statement
The Independent Board of Barloworld (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.
Sandton
29 January 2025
Exclusive financial advisor, corporate broker and transaction sponsor to Barloworld
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal advisor to Barloworld
DLA Piper South Africa
Date: 29-01-2025 02:18:00
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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