Press releases

Update on acceptances and settlement process for the Standby Offer for Barloworld


06 October 2025

Barloworld and Newco announce that as at the date of this announcement, Newco has received Valid Acceptances of the Standby Offer in respect of 108,251,025 Barloworld Ordinary Shares which equate to approximately 58.0% 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 81.4% of the Barloworld Ordinary Shares in issue (excluding Treasury Shares).

Sydney Mhlarhi, spokesperson for Newco, said, "We are delighted to have achieved major transaction milestones this past week. The Standby Offer becoming unconditional has prompted a surge in valid acceptances received. Together with the Consortium's existing holdings, this equates to 81.4% of Barloworld Ordinary Shares in issue, bringing us significantly closer to achieving our ambition of taking Barloworld private, which will ensure we are able to support the pursuit of the company's existing long-term industrial growth strategy. We urge shareholders who have not yet accepted the Standby Offer to act swiftly before it closes on Wednesday, 15 October to be entitled to receive the Per Share Standby Offer Consideration."

Standby Offer Process

Provided that the Consortium receives the compliance certificate from the Takeover Regulation 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 timetable below.

  • Barloworld Ordinary Shareholders who still wish to accept the Standby Offer and have not done so, have until Wednesday, 15 October 2025 ("the Closing Date"), being at least 10 Business Days after the date of the finalisation announcement, to accept the Standby Offer.
  • The Standby Offer will close at 12h00 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 or refer queries to Barloworld's investor relation team at bawir@barloworld.com.

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Regulation 105 (2) of South Africa's Takeover Regulations, acceptances, once tendered, are irrevocable and cannot be withdrawn.

Dispute regarding the Standby Offer Consideration

On 4 October 2025, the TRP issued a binding ruling in terms of Section 200(3) of the Companies Act that the Per Share Standby Offer Consideration is R120 per Barloworld Ordinary Share (Ruling). Although Newco disagrees with the Ruling, it has elected to proceed with settlement as it is in the best interests of shareholders to do so whilst reserving its rights.

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 Standby Offer process, timeline and payments.

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

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

Thursday, 16 October 2025

 

  • Notes:
    1. 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. 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.

The full SENS announcement is available on the Barloworld website