Press releases

Barloworld grants extension of Standby Offer Acceptance Date


12 May 2025

Barloworld has announced that it has agreed to an extension of the 9 May 2025 deadline by which the minimum acceptance condition in the Standby Offer is required to be satisfied or waived by Newco. The new acceptance deadline has been extended to 30 June 2025.

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.

Barloworld understands that certain Barloworld Ordinary Shareholders have been unable to tender their Barloworld Ordinary Shares into the Standby Offer through their CSDPs or brokers.

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.

“We are confident, based on recent and ongoing discussions with shareholders, in relation to the Standby Offer, that we will receive sufficient levels of acceptance to proceed with the transaction,” said Sydney Mhlarhi spokesperson for Newco.

The procedure for acceptance of the Standby Offer is outlined on page 37 (section 7.5) of the Circular, available on the Company’s website.

Process and timelines

  • On 30 June 2025, Barloworld and Newco will release an announcement on SENS confirming whether or not it wishes to waive the Acceptance Condition and proceed with the Standby Offer.
  • The Longstop Date for fulfilment of all the conditions precedent to the transaction is 11 September 2025.  This date does not change because of the extension of the acceptance of the Standby Offer.
  • The Longstop Date will automatically be extended by 3 months if any regulatory approval has not been obtained by 11 September 2025.
  • The Standby Offer Closing Date, Friday 26 September, is the deadline for accepting the Standby Offer. Unless it's extended (as explained in the Circular), this deadline will be at 12:00pm on the first Friday that is at least ten business days after all of the conditions precedent to the Standby Offer are fulfilled.
  • Results of the Standby Offer will be released on SENS and the ANS on the first Business Day after the Standby Offer Closing Date.

Standby Offer Process – CSDPs and Brokers
Following the opening of the Standby Offer, the Company has received several inbound queries from Barloworld Ordinary Shareholders who have 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 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.

Path forward
The Standby Offer remains open and the timing for the implementation of the transaction will depend on acceptance levels of the Standby Offer and receipt of the required regulatory approvals.  

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 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.

Barloworld continues to operate as usual throughout this process.

The full SENS announcement is available on the Barloworld website.

Responsibility Statement
The Independent Board (to the extent that the information relates to Barloworld), individually and collectively, accepts responsibility for the information contained in this statement 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.