To view the PDF file, sign up for a MySharenet subscription.

BARLOWORLD LIMITED - Joint announcement extension of the standby offer closing date

Release Date: 07/10/2025 07:05
Code(s): BAW BAWP BAW38 BAW41 BAW42 BAW39 BAW45 BAW44 BAWGL2 BAW46 BAW47     PDF:  
Wrap Text
Joint announcement – extension of the standby offer closing date

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 – EXTENSION OF THE STANDBY OFFER CLOSING DATE

Unless otherwise defined in this announcement, capitalised words and expressions have the meanings given to them in the
Circular to Barloworld shareholders dated 29 January 2025 and 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.

1.     INTRODUCTION

       Barloworld Ordinary Shareholders are referred to the joint announcement released by Barloworld and Newco on SENS
       and ANS on Monday, 6 October 2025, which, among other things, advised Barloworld Ordinary Shareholders of the
       process and timetable applicable to the settlement of the Standby Offer.

2.     EXTENSION OF THE STANDBY OFFER CLOSING DATE

       Barloworld Ordinary Shareholders are advised that Barloworld and Newco have, in accordance with the Circular, agreed
       to extend the Standby Offer Closing Date from Wednesday, 15 October 2025 to Friday, 7 November 2025 in order to
       provide Barloworld Ordinary Shareholders additional time to accept the Standby Offer.

       Accordingly, Barloworld Ordinary Shareholders who wish to accept the Standby Offer have until 12h00 on
       Friday, 7 November 2025 ("Closing Date") to accept the Standby Offer. The Standby Offer will close on the Closing Date
       and any Barloworld Ordinary Shareholders who have not accepted the Standby Offer by 12h00 on the Closing Date will
       no longer be able to accept the Standby Offer and will not be entitled to receive the Per Share Standby Offer
       Consideration.

       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.

3.     REVISED DATES AND TIMES

       Provided that Newco receives a compliance certificate in respect of the Standby Offer from the TRP by
       Tuesday, 7 October 2025, settlement of the Standby Offer will occur in accordance with the revised timetable below:

         First payment date (payment of the Per Share Standby                                    Wednesday, 8 October 2025
         Offer Consideration to Barloworld Ordinary Shareholders
         who have accepted the Standby Offer by Friday, 3
         October 2025):
         Second payment date (Payment of the Per Share Standby                                  Wednesday, 15 October 2025
         Offer Consideration to Barloworld Ordinary Shareholders
         who have accepted the Standby Offer by Friday, 10
         October 2025):
         Third payment date (Payment of the Per Share Standby                                   Wednesday, 22 October 2025
         Offer Consideration to Barloworld Ordinary Shareholders
         who have accepted the Standby Offer by Friday, 17
         October 2025):
         Fourth payment date (Payment of the Per Share Standby                                  Wednesday, 29 October 2025
         Offer Consideration to Barloworld Ordinary Shareholders
         who have accepted the Standby Offer by Friday, 24
         October 2025):
         Last day to trade in Barloworld Ordinary Shares in order                                 Tuesday, 4 November 2025
         to be able to accept the Standby Offer:
         Barloworld Ordinary Shares trade ex-entitlement to                                     Wednesday, 5 November 2025
         accept the Standby Offer
         Fifth payment date (Payment of the Per Share Standby                                   Wednesday, 5 November 2025
         Offer Consideration to Barloworld Ordinary Shareholders
         who have accepted the Standby Offer by Friday, 31
         October 2025):
         Record date and the Standby Offer closes at 12:00 on                                      Friday, 7 November 2025
         (Closing Date)
         Results of the Standby Offer announced on SENS and the                                   Monday, 10 November 2025
         ANS:
         Sixth payment date (payment of the Per Share Standby                                     Monday, 10 November 2025
         Offer Consideration to Barloworld Ordinary Shareholders
         who have accepted the Standby Offer by 12:00 on the
         Closing Date):

       Notes:

       1 The  Standby Offer Consideration due to dematerialised shareholders who have validly accepted the Standby Offer on the Closing Date
         will be credited to their accounts with their Intermediaries within a period of six business days after the Closing Date.
       2 The Standby Offer Consideration due to certificated shareholders who have validly accepted the Standby Offer on the Closing Date
         (including by completing the relevant section of the Form of Acceptance and Transfer (pink)) will be settled by way of electronic funds
         transfer, within a period of six business days after the Closing Date.

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

       7 October 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: 07-10-2025 07:05:00
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.