Wrap Text
Proposed amendment to preference share terms, distribution of circular and notice of preference shareholder 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")
PROPOSED AMENDMENT TO PREFERENCE SHARE TERMS, DISTRIBUTION OF CIRCULAR AND
NOTICE OF PREFERENCE SHAREHOLDER MEETING
Unless otherwise defined in this announcement, words and expressions contained herein shall have the
same meanings as assigned to them in the Circular referred to below.
1. INTRODUCTION
Barloworld Preference Shareholders are advised that the Barloworld Board has resolved to propose
amendments to the Barloworld MOI as it relates to the 6% cumulative preference shares of R2.00 each in
Barloworld ("Barloworld Preference Shares"). As at the date of this announcement, Barloworld has 375,000
Barloworld Preference Shares in issue, held by only 41 Barloworld Preference Shareholders. The
Barloworld Preference Shares are listed on the Main Board of the JSE, and have the rights, preferences,
privileges and terms detailed in article 9 of the Barloworld MOI. Notwithstanding that the Barloworld
Preference Shares are listed hybrid instruments, trading in the Barloworld Preference Shares is extremely
illiquid (in the preceding 12 months, only 9,548 Barloworld Preference Shares were sold in a single day of
trading).
In the circumstances, the Barloworld Board proposes that the Preference Share terms be amended in order
to allow the redemption of the Barloworld Preference Shares ("Preference Share Terms Amendment"). A
circular to shareholders containing, inter alia, details of the Preference Share Terms Amendment and
convening both a General Meeting of Barloworld Ordinary Shareholders and a Preference Shareholder
Meeting to consider and, if deemed fit, to approve, with or without modification, the Preference Share Terms
Amendment will be distributed to Barloworld Ordinary Shareholders and Barloworld Preference
Shareholders today, Wednesday, 29 January 2025.
2. CIRCULAR AND NOTICE OF PREFERENCE SHAREHOLDER MEETING
The Circular, which sets out the complete details relating to, amongst other things, the Preference Share
Terms Amendment has been published on Barloworld's website (https://barloworld.com/investors/circular/)
and has been distributed to Barloworld Ordinary Shareholders and to Barloworld Preference Shareholders
that were recorded in the register on Friday, 17 January 2025. Barloworld Preference Shareholders can
contact the company secretary, at nomini.rapoo@barloworld.com, to request an electronic copy of the
Circular or to make reasonable alternative arrangements to obtain a copy.
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 Preference
Share Terms Amendment. The Preference Shareholder Meeting will be held immediately after the
conclusion of the General Meeting on Wednesday, 26 February 2025 (or any other adjourned or postponed
date and time). 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 71 of 2008,
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 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 and Friday, 17 January
Barloworld Preference Shareholders are entitled to receive the Circular and
notices convening the General Meeting and Preference Shareholder
Meeting, respectively
Distribution of Circular and notices convening the General Meeting and Wednesday, 29 January
Preference Shareholder Meeting to Barloworld Ordinary Shareholders and
Barloworld Preference Shareholders, respectively, released on the Stock
Exchange News Service ("SENS") and on the A2X News Services ("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 Preference Tuesday, 18 February
Shares to be recorded in the register to attend, speak and vote at the
General Meeting and the Preference Shareholder Meeting, respectively
(refer to note 3 below), on
General Meeting record date for (i) Barloworld Ordinary Shareholders to be Friday, 21 February
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 by Monday, 24 February
09:00 (refer to note 3 below), on
General Meeting to be held at 09:00 on Wednesday, 26 February
Preference Shareholder Meeting to be held, as a separate class meeting Wednesday, 26 February
immediately after the General Meeting concludes, on
Results of the General Meeting and Preference Shareholder Meeting Wednesday, 26 February
published on SENS and ANS on
Notes
1. The above dates and times are subject to such change. Any changes to the timetable will be published
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 February2025 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 last day to trade, will not be entitled to vote at the General Meeting or
Preference Shareholder Meeting, as applicable.
4. 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 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.
Sandton
29 January 2025
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.
Sharenet Sites 
