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)
(JSE ISIN: ZAE000026647)
(A2X code: BAW)
(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 (defined below).
1. INTRODUCTION
Barloworld Ordinary Shareholders are referred to:
(i) the joint firm intention announcement released on 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 Occurs, an offer in terms of section 117(1)(c)(v) of the Companies Act,
read with the Companies Regulations; and
(ii) the announcement released by Barloworld on SENS and ANS on Wednesday, 26 February 2025, in which
Barloworld advised Barloworld Ordinary Shareholders that the resolution tabled at the General Meeting in
order to approve the Scheme was not passed by the requisite majority of votes of Barloworld Ordinary
Shareholders present and entitled to vote thereon.
2. STANDBY OFFER
Given that the Scheme was not approved by Barloworld Ordinary Shareholders, the Standby Offer has been triggered,
as contemplated in section 7 of the Circular.
In terms of the Standby Offer, Newco offers to acquire all Barloworld Ordinary Shares from Barloworld Ordinary
Shareholders (other than Excluded Shareholders) for the Per Share Standby Offer Consideration, being ZAR120 per
Barloworld Ordinary Share.
The Standby Offer is subject to the fulfilment or where applicable waiver of:
(i) each of the Scheme Conditions, save for those set out in paragraphs 6.3(a)(i), 6.3(a)(ii), 6.3(a)(iii), 6.3(a)(iv) or
6.3(a)(ix) of the Circular; and
(ii) Valid Acceptances of the Standby Offer having been received from Barloworld Ordinary Shareholders
holding at least 90% of all Barloworld Ordinary Shares (other than the Barloworld Ordinary Shares held before
the Newco Offer by Newco, ZTHM, Entsha, and their respective Related or Inter-related Persons, Persons
Acting in Concert, nominees or Subsidiaries as contemplated in section 124(1) of the Companies Act)
("Acceptance Condition").
Newco shall be entitled in its sole discretion to waive the Acceptance Condition in part or in whole.
The full terms of the Standby Offer together with details of the procedure for acceptance of the Standby Offer are set
out in the Circular (see section 7 of the Circular). In addition, answers to "Frequently Asked Questions" will be posted
on Barloworld's website in the coming weeks to guide Barloworld Ordinary Shareholders through the process, required
actions and timings relating to the Standby Offer.
The timeline applicable to the Standby Offer is set out below:
Description Date
Standby Offer Opening Date, being the date and time on which the Friday, 28 February 2025
Standby Offer opens, which is 09:00 on
Minimum period for which the Standby Offer remains open Monday, 14 April 2025
Announcement as to whether or not the Standby Offer is unconditional Friday, 9 May 2025
as to acceptances to be made by no later than 16:30 on
Acceptances may be withdrawn if the Standby Offer has not been Friday, 6 June 2025
declared wholly unconditional by midnight on
The Standby Offer becomes wholly unconditional by no later than Thursday, 11 September 2025
(subject to note 4 below) ("Standby Offer Finalisation Date) or is
terminated
Latest date by which announcement is made that the Standby Offer is Friday, 12 September 2025
unconditional in all respects, subject to receipt of TRP compliance
certificate
First payment date: payment of Per Share Standby Offer Consideration Friday, 19 September 2025
to Standby Offer Participants who have Validly Accepted the Standby
Offer by the Standby Offer Finalisation Date (see note 9)
Standby Offer LDT, being the last day to trade in Barloworld Ordinary Monday, 22 September 2025
Shares in order to participate in the Standby Offer (being the first Tuesday
falling five Business Days or more after the Standby Offer Finalisation Date,
which date will be three Business Days prior to the Standby Offer Closing
Date)
Barloworld Ordinary Shares trade "ex" the Standby Offer (two Business Tuesday, 23 September 2025
Days prior to the Standby Offer Closing Date)
Standby Offer Record Date in order to be eligible to participate in the Friday, 26 September 2025
Standby Offer, being the close of business on the first Friday following the
Standby Offer LDT
Standby Offer Closing Date, being the closing date and time of the Friday, 26 September 2025
Standby Offer, which (subject to any extension contemplated in the
Circular) will be 12:00 on the first Friday falling ten Business Days or more
after the Standby Offer Finalisation Date; provided that if that Friday is
not a Business Day, the Standby Offer Closing Date will be the Business
Day preceding that Friday (or such other date as the JSE may direct)
Payment of the Per Share Standby Offer Consideration to Standby Offer see notes 8 and 9
Participants who accept the Standby Offer after the Standby Offer
Finalisation Date
Results of the Standby Offer to be released on SENS and the ANS on (first Monday, 29 September 2025
Business Day after the Standby Offer Closing Date)
Results of the Standby Offer to be published in the South African press on Tuesday, 30 September 2025
(second Business Day after the Standby Offer Closing Date)
Notes:
1. All dates and times above are South African local times unless otherwise stated.
2. The above dates and times are reflected on the basis of a 24-hour clock (with a day being a period of 24 hours
running from midnight (00:00) to midnight (24:00)). The above dates and times are subject to change in
accordance with the terms of the Circular. Any such change will be released on SENS and the ANS, and, if
required, published in the South African press.
3. The Standby Offer must remain open for at least 30 Business Days after the Standby Offer Opening Date.
4. This date is dependent upon the Standby Offer Conditions set out in paragraph 7.2 of the Circular being fulfilled
or, where waiver is permitted, waived by no later than this date (being the Long Stop Date) and may be
extended in accordance with paragraph 6.3(d) of the Circular. Any change to this date will be advised to
Barloworld Ordinary Shareholders by release on SENS and the ANS and, if required, publication in the South
African press.
5. In the event that the Standby Offer Conditions are not fulfilled or, where waiver is permitted, not waived on or
before the Long Stop Date, Dematerialised Ordinary Shareholders are reminded that because the Standby
Offer is conditional, if they notify their CSDPs or Brokers, as the case may be, of their acceptance of the Standby
Offer in anticipation of the Standby Offer Conditions being fulfilled or, where waiver is permitted, waived, they
will not be able to trade their Barloworld Ordinary Shares, unless they exercise their right to withdraw their
acceptance of the Standby Offer (which they may do in the circumstances contemplated in Companies
Regulation 105), from the date they notify their CSDPs or Brokers, as the case may be, of their acceptance of
the Standby Offer until the date that an announcement is made on SENS and the ANS that the Standby Offer
has lapsed.
6. In the event that the Standby Offer Conditions are not fulfilled or, where waiver is permitted, not waived on or
before the Long Stop Date, Certificated Ordinary Shareholders are reminded that because the Standby Offer
is conditional, if they surrender their Documents of Title and accept the Standby Offer in anticipation of the
Standby Offer Conditions being fulfilled or, where waiver is permitted, waived, they will not be able to trade
their Barloworld Ordinary Shares, unless they exercise their right to withdraw their acceptance of the Standby
Offer (which they may do in the circumstances contemplated in Companies Regulation 105), from the date
they surrender their Documents of Title until the date that an announcement is made on SENS and the ANS that
the Standby Offer has lapsed and their Documents of Title are returned.
7. Barloworld Ordinary Shareholders Offerees are advised that should they notify their CSDPs or Brokers, as the
case may be, of their acceptance of the Standby Offer, in the case of Dematerialised Ordinary Shareholders,
or should they surrender Documents of Title and accept the Standby Offer, in the case of Certificated Ordinary
Shareholders, for their Barloworld Ordinary Shares on or before the Standby Offer Closing Date, or any extended
Standby Offer Closing Date, they are not permitted to sell or trade their Barloworld Ordinary Shares, unless they
exercise their right to withdraw their acceptance of the Standby Offer (which they may do in the circumstances
contemplated in Companies Regulation 105), until the date that an announcement is made on SENS and the
ANS that the Offer has lapsed and, in the case of Certificated Shareholders, the Documents of Title are returned
8. The Per Share Standby Offer Consideration due to Dematerialised Ordinary Shareholders who have Validly
Accepted the Standby Offer after the Standby Offer Finalisation Date but before the Standby Offer Closing
Date will be credited to their accounts with their CSDPs or Brokers within a period of six Business Days after the
acceptance of the Standby Offer by such Barloworld Ordinary Shareholder. The Per Share Standby Offer
Consideration due to Dematerialised Ordinary Shareholders who have validly accepted the Standby Offer on
the Standby Offer Closing Date will be credited to their accounts with their CSDPs or Brokers within a period of
six Business Days after the Standby Offer Closing Date.
9. The Per Share Standby Offer Consideration due to Certificated Ordinary Shareholders who have Validly
Accepted the Standby Offer (including by completing the relevant section of the Form of Surrender, Transfer
and Acceptance attached to the Circular (blue)) will be settled by way of EFT, in accordance with Companies
Regulation 102(12), which requires the Per Share Standby Offer Consideration to be settled within 6 Business
Days after the later of: (i) the Standby Offer being declared wholly-unconditional; and (ii) acceptance of the
Standby Offer by a Barloworld Ordinary Shareholder.
10. No Dematerialisation or re-materialisation of Barloworld Ordinary Shares may take place from the
commencement of business on Tuesday, 23 September 2025 to Friday, 26 September 2025 (both dates
included).
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
28 February 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: 28-02-2025 09:00:00
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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,
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