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)
(A2X code: BAW)
(JSE ISIN: ZAE000026647)
(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 the JSE Stock Exchange News Service
("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 occurred, an offer in terms of section 117(1)(c)(v) of the
Companies Act, read with the Companies Regulations;
(ii) the joint announcement released by Barloworld and Newco on SENS and ANS on Friday, 28
February 2025, advising Barloworld Ordinary Shareholders that the Standby Offer had been
triggered and had become open for acceptance by Barloworld Ordinary Shareholders
("Standby Offer Announcement"); and
(iii) the announcement released by Newco on SENS on Wednesday, 23 April 2025, advising
Barloworld Ordinary Shareholders that the Public Investment Corporation has delivered to
NewCo an undertaking to accept the Standby Offer ("PIC Undertaking Announcement").
2. EXTENSION OF DEADLINE TO SATISFY OR WAIVE ACCEPTANCE CONDITION
As set out in the Standby Offer Announcement and the Circular, 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 is entitled at its sole discretion to waive the Acceptance Condition in whole or in part.
In terms of Regulation 102(10), an announcement must be published on the 45th business day after the
day upon which the Standby Offer opened advising Barloworld Ordinary Shareholders whether the
Acceptance Condition has been satisfied or waived ("Acceptance Date Announcement"). The
Acceptance Date Announcement is accordingly required to be published by Friday, 9 May 2025
("Acceptance Date Deadline").
As announced in the PIC Undertaking Announcement, undertakings by Barloworld Ordinary
Shareholders to accept the Standby Offer that were received as at that date, together with the
Consortium's and the Barloworld Foundation's shareholding, equated to 46.93% of the Barloworld
Ordinary Shares in issue (excluding Treasury Shares).
Newco has requested an extension to the Acceptance Date Deadline to allow for additional acceptances
of the Standby Offer to a level that would allow it to proceed with the transaction. At the current level of
acceptances, Newco has indicated to the Independent Board that the Acceptance Condition is unlikely
to be satisfied by the Acceptance Date Deadline and that it will not waive the Acceptance Condition.
Absent an extension to the Acceptance Date Deadline, the Standby Offer would therefore fail on 9 May
2025.
Barloworld further understands that certain Barloworld Ordinary Shareholders have been unable to
tender their Barloworld Ordinary Shares into the Standby Offer through their CSDPs or brokers, as
described in paragraph 3 below.
Barloworld Ordinary Shareholders are advised that, after careful consideration, and with Barloworld
Ordinary Shareholders' best interest in mind, the Independent Board has, in terms of Regulation
103(4)(b), agreed to a limited extension of the Acceptance Date Deadline to Monday, 30 June 2025 in
order to allow additional time for Barloworld Ordinary Shareholders who wish to accept the Standby
Offer to do so ("Extension") and to prevent the Standby Offer from failing on 9 May 2025.
Newco has indicated that on or before 30 June 2025, it will assess the level of acceptances received
and decide whether or not it wishes to waive the Acceptance Condition and proceed with the Standby
Offer.
The Independent Board believes that the Extension is to the benefit of Barloworld Ordinary Shareholders
because it allows them additional time to accept the Standby Offer should they wish to do so and it
avoids the Standby Offer failing on 9 May 2025 in circumstances where certain Barloworld Ordinary
Shareholders may not have had an opportunity to exercise their rights to accept the Standby Offer (in
this regard see paragraph 3 below).
3. STANDBY OFFER PROCESS
Following the opening of the Standby Offer, the Company received several inbound queries from
Barloworld Ordinary Shareholders who indicated to their CSDPs or brokers that they wish to accept the
Standby Offer but have been advised that they will only be able to do so at a later stage.
Barloworld Ordinary Shareholders, CSDPs and brokers are advised that the Standby Offer is currently
open for acceptance by Barloworld Ordinary Shareholders and where shareholders instruct a CSDP or
broker to accept the offer on their behalf, in accordance with the mandate between them and the CSDP
or broker, there is no lawful basis for a CSDP or broker to delay in accepting the Standby Offer on behalf
of the shareholder in question.
CSDPs and brokers must review their processes to ensure that instructions in relation to the Standby
Offer are processed without delay and appropriate confirmation is sent to the relevant shareholder once
their instructions have been processed. CSDPs and brokers must clearly align their client
communications with the salient terms and dates set out in the Standby Offer Announcement and
repeated below for ease of reference.
Barloworld Ordinary Shareholders should note that if Newco does not receive sufficient
acceptances of the Standby Offer by 30 June 2025 to satisfy the Acceptance Condition, Newco
may elect to not waive the Acceptance Condition, in which event the Standby Offer will fail.
Accordingly, Barloworld Ordinary Shareholders who have decided to accept the Standby Offer
but have not yet done so should note that failing to accept the Standby Offer by 30 June 2025
may result in the Standby Offer failing.
Where Barloworld Ordinary Shareholders, their CSDPs or brokers have any questions in relation to the
Standby Offer, they should refer to the detailed Frequently Asked Questions on the Issuer's website at
https://barloworld.com/investors/standby-offer-faq/ or refer queries to Barloworld's investor relation team
at bawir@barloworld.com.
The timeline applicable to the Standby Offer is set out below:
Description Date
Standby Offer Opening Date, being the date and time on Friday, 28 February 2025
which the Standby Offer opens, which is 09:00 on
Acceptances may be withdrawn if the Standby Offer has Friday, 6 June 2025
not been declared wholly unconditional by midnight on
Announcement as to whether or not the Standby Offer is Friday, 30 June 2025
unconditional as to acceptances to be made by no later
than 16:30 on (as now extended)
The Standby Offer becomes wholly unconditional by no Thursday, 11 September 2025
later than (subject to note 3 below) ("Standby Offer
Finalisation Date) or is terminated
Latest date by which announcement is made that the Friday, 12 September 2025
Standby Offer is unconditional in all respects, subject to
receipt of TRP compliance certificate
First payment date: payment of Per Share Standby Offer Friday, 19 September 2025
Consideration to Standby Offer Participants who have
Validly Accepted the Standby Offer by the Standby Offer
Finalisation Date (see note 8)
Standby Offer LDT, being the last day to trade in Monday, 22 September 2025
Barloworld Ordinary 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 Tuesday, 23 September 2025
(two Business Days prior to the Standby Offer Closing
Date)
Standby Offer Record Date in order to be eligible to Friday, 26 September 2025
participate in the 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 Friday, 26 September 2025
time of the 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 see notes 7 and 8
to Standby Offer Participants who accept the Standby
Offer after the Standby Offer Finalisation Date
Results of the Standby Offer to be released on SENS Monday, 29 September 2025
and the ANS on (first Business Day after the Standby
Offer Closing Date)
Results of the Standby Offer to be published in the South Tuesday, 30 September 2025
African press on (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. 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.
4. 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.
5. In the event that the Standby 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.
6. 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
7. 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.
8. 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.
4. 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
09 May 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: 09-05-2025 01:00:00
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