Press releases

Barloworld confirms Submission of Voluntary Self-Disclosure to BIS and Botswana Competition Approval


02 September 2025

Voluntary Self-Disclosure to BIS

Barloworld today announced that the Company has completed its internal investigation and submitted its Voluntary Self-Disclosure (VSD) report to the U.S. Department of Commerce, Bureau of Industry and Security (BIS) regarding potential export control violations that the Company was investigating.

Barloworld is pleased to confirm that the investigation has not identified any U.S. sanctions violations by the Company. The investigation has identified apparent violations of export controls which the Company takes seriously and is addressing.

Update on fulfilment of Standby Offer Conditions

The completion of the Company's investigation, the findings, and submission of the final voluntary self-disclosure report to the BIS marks another significant milestone in the Proposed Transaction. The parties are pleased to confirm that the related conditions precedent has been fulfilled.

The parties also confirm that the Botswana Competition and Consumer Authority has approved the Proposed Transaction without conditions.

The only outstanding regulatory conditions precedent for the Proposed Transaction relates to the competition approvals by COMESA and the competition authorities in Angola and Namibia. The filings in these jurisdictions have been submitted to the relevant authorities and the parties are working towards obtaining the necessary approvals.

Upon receipt of these approvals, and if no material adverse change has occurred as at the date on which the outstanding regulatory conditions are fulfilled or waived, then the Standby Offer will become unconditional.

The Standby Offer remains open for acceptance and Shareholders who have not yet tendered their shares still have the opportunity to do so. The deadline for acceptance of the Standby Offer is 12:00 on the first Friday falling ten Business Days or more after the date on which the last of the remaining conditions precedent to the Standby Offer is fulfilled (or, if applicable, waived).

Process And Timeline

  • The Longstop Date for fulfilment of all the conditions precedent to the transaction is 11 September 2025.
  • The Longstop Date will automatically be extended by 3 months if any regulatory approval has not been obtained by 11 September 2025
  • On 24 June 2025, Barloworld paid an interim dividend of R1.20 per share resulting in a net amount of R118.80 per share being payable in accordance with the terms of the Standby Offer.
  • Results of the Standby Offer will be released on SENS and the ANS on the first Business Day after the Standby Offer Closing Date.

    • The full SENS announcement is available on the Barloworld website