Press releases

Namibian Competition Commission approves Newco Offer, Longstop date extended


11 September 2025

Barloworld and Newco confirm that the Namibian Competition Commission has unconditionally approved the implementation of Newco’s Offer. The Standby Offer Condition relating to Namibian competition approval has now been fulfilled.

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

As at the date of this announcement, Newco has received Valid Acceptances of the Standby Offer in respect 76,674,288 Barloworld Ordinary Shares which equate to approximately 41.1% of all the Barloworld Ordinary Shares in issue (excluding Treasury Shares). This, together with the Consortium’s and the Barloworld Foundation’s existing shareholdings, equates to 64.5% of the Barloworld Ordinary Shares in issue (excluding Treasury Shares).

In line with the Circular published in January 2025, and as a result of the outstanding regulatory approvals, the Longstop Date for the Standby Offer has automatically been extended by three months to 11 December 2025.

Sydney Mhlarhi, spokesperson for Newco, said, “The Namibian competition approval fulfils another transaction condition. As we work to fulfil the last remaining conditions precedent, we are confident that the transaction will shortly become unconditional. Pleasingly there has been good momentum in terms of valid acceptances received to date which will enable us to secure Barloworld’s long-term sustainability and deliver broad-based economic and value benefits.”    

The parties expect the Standby Offer to become unconditional in the coming weeks, and the Standby Offer therefore remains open for acceptance by Barloworld ordinary shareholders until 10 business days after all Standby Offer Conditions have been met, provided that all Standby Offer Conditions are met by 11 December 2025.

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

Barloworld Ordinary Shareholders are reminded that acceptances, once tendered, are irrevocable and cannot be withdrawn, in accordance with Regulation 105 (2) of South Africa’s Takeover Regulations.

Process and Timelines

  • The Longstop Date for fulfilment of all the conditions precedent to the transaction is extended to 11 December 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