Press releases

Barloworld – Newco transaction becomes wholly unconditional


02 October 2025

Barloworld and Newco announce that the Standby Offer relating to the Proposed Transaction has become wholly unconditional.

On Wednesday, 1 October 2025, the parties agreed to waive the Standby Condition related to the receipt of competition approval by COMESA.

Considering this waiver, and given that, as at the date of the waiver no Material Adverse Change has occurred and no Superior Competing Barloworld Proposal has completed, all Standby Offer Conditions, as set out in paragraph 7.2 of the Circular, have been fulfilled or waived and the Standby Offer has become unconditional.

As at the date of this announcement, Newco has received Valid Acceptances of the Standby Offer in respect of 77 595 744 Barloworld Ordinary Shares which equate to approximately 41.6% 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 65.0% of the Barloworld Ordinary Shares in issue (excluding Treasury Shares).

Sydney Mhlarhi, spokesperson for Newco, said, "Newco is thrilled that the Standby Offer is now unconditional. This landmark transaction reflects the consortium's strong belief in the long-term potential of Barloworld and is a resounding endorsement of South Africa's prospects. We urge shareholders who have not yet accepted the offer to act promptly."

Standby Offer Process

 

Provided that the Consortium receives the compliance certificate from the Takeover Regulations Panel (TRP) in respect of the Standby Offer (by no later than Tuesday, 7 October 2025), the settlement of the Standby Offer will occur based on the indicative timetable below.

  • Barloworld Ordinary Shareholders who still wish to accept the Standby Offer and have not done so have until Wednesday, 15 October 2025, being at least 10 Business Days after the day of this announcement as required in terms of Regulation 105(5), 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 that date will no longer be able to accept the Standby Offer.
  • 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 or refer queries to Barloworld's investor relation team at bawir@barloworld.com.

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  

 

Shareholders are encouraged to watch the explainer video which will be made available on the Barloworld website for detailed information related to the process, timelines and payments.

  • 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. 

 

The Standby Offer will be implemented in accordance with the below indicative timetable:

Finalisation Date

Wednesday, 1 October 2025

First payment date (Payment of Standby Offer Consideration to Barloworld Ordinary Shareholders who have accepted the Standby Offer by Friday, 3 October 2025):

Wednesday, 8 October 2025

Last day to trade in Barloworld Ordinary Shares in order to be able to accept the Standby Offer:

Friday, 10 October 2025

Second payment date (Payment of Standby Offer Consideration to Barloworld Ordinary Shareholders who have accepted the Standby Offer by Friday, 10 October 2025):

Wednesday, 15 October 2025

Record date and the Standby Offer closes at 12:00 on (Closing Date)

Wednesday, 15 October 2025

Results of the Standby Offer announced on SENS and the ANS:

Thursday, 16 October 2025

Final payment date (Payment of Standby Offer Consideration to Barloworld Ordinary Shareholders who have accepted the Standby Offer by the Closing Date):

Thursday, 16 October 2025

 

The full SENS announcement is available on the Barloworld website