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Newco offer to Barloworld ordinary shareholders – no increase statement
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")
NEWCO OFFER TO BARLOWORLD ORDINARY SHAREHOLDERS – NO INCREASE STATEMENT
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.
Barloworld Ordinary Shareholders are referred to the announcement released on SENS on Wednesday,
11 December 2024 ("FIA") and to the circular to Barloworld shareholders dated 29 January 2025
("Circular") 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.
Barloworld Ordinary Shareholders are advised that Newco has, today, released an announcement on
SENS ("No Increase Announcement") in which Newco confirms (amongst other things) that the cash
consideration payable for each Barloworld Ordinary Share pursuant to the Scheme or, if applicable, the
Standby Offer, as set out in the Scheme Circular, being ZAR120.00, which will not be reduced by the
dividend of ZAR3.10 per Barloworld Ordinary Share declared by Barloworld on Friday, 22 November 2024
(and which cash consideration represents a total value of ZAR123.10 per Ordinary Share), is Newco's full
and final offer price and will not be increased.
A copy of the No Increase Announcement can be accessed on SENS on the JSE's website at:
https://clientportal.jse.co.za/communication/sens-announcements
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
13 February 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: 13-02-2025 12:45:00
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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.
