Wrap Text
Results 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")
RESULTS OF GENERAL MEETING
Introduction and background
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.
Shareholders are advised that Special Resolutions 1,3 and 4, tabled at the General Meeting of Barloworld Ordinary
Shareholders held today, Wednesday, 26 February 2025, in order to approve the Scheme, were not passed by the
requisite majority of votes of Barloworld Ordinary Shareholders present and entitled to vote thereon. As such, the
Scheme does not become operative and the Standby offer will be triggered, as contemplated in section 7 of the
Scheme Circular.
Details of the resolutions and the voting statistics are set out below:
Votes cast disclosed as a
percentage in relation to the Shares voted Shares abstained
Resolutions total number of shares voted at disclosed as a disclosed as a
the meeting percentage in relation percentage in
Number of to the total issued relation to the total
For Against shares voted shares* issued shares*
Special Resolution Number 1: 36,63% 63,37% 121 187 795 63,90% 0,46%
Approval of the Scheme in terms
of sections 114 and 115
Special Resolution Number 2: 94,11% 5,89% 121 370 589 64,00% 0,37%
Revocation of Special Number 1
Special Resolution Number 3: 38,55% 61,45% 121 370 589 64,00% 0,37%
Approval of Independent Board
members' remuneration
Special Resolution Number 4: 66,48% 33,52% 121 370 429 64,00% 0,37%
Amendment of the Barloworld MOI
in relation to Barloworld
Preference Shares
Ordinary Resolution Number 1: 95,57% 4,43% 121 370 562 64,00% 0,37%
Implementation
*Total number of shares in issue as at the date of the General Meeting was 189,641,787 , of which 3,202,832 are treasury shares
and 43,467,048 which are related parties and are excluded from exercising their voting rights..
Standby Offer
The timeline applicable to the Standby Offer, including when the Standby Offer will be open for acceptance, will be
announced on SENS and A2X in the coming days. The procedure for acceptance of the Standby Offer is outlined on
page 37 (section 7.5) of the Scheme Circular, available on the Company's website:
https://barloworld.com/investors/circular
In addition, material answering to "Frequently Asked Questions" will be posted on Barloworld's website in the coming
weeks to guide shareholders through the process, required actions and timings relating to the Standby Offer as
presented in the Scheme Circular.
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
26 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: 26-02-2025 03:40:00
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