| Imagery Source: Barloworld Limited |
| Information Source: Share Net |
| Unless otherwise defined in this announcement, capitalised words and expressions have the meanings given to them in the Circular (as defined below). |
| 1. INTRODUCTION |
| Barloworld Ordinary Shareholders are referred to: |
| (i) the circular to Barloworld shareholders dated 29 January 2025 (“Circular”) setting out the terms and conditions of the Standby Offer by Newco to acquire all the issued Barloworld Ordinary Shares excluding the Barloworld Ordinary Shares held by Excluded Shareholders; |
| (ii) the joint announcement released by Barloworld and Newco on SENS and ANS on Wednesday, 1 October 2025, advising Barloworld Ordinary Shareholders that all Standby Offer Conditions, as set out in the Circular, had been fulfilled or waived and the Standby Offer had become unconditional (the “Finalisation Announcement”); and |
| (iii) the joint announcements released by Barloworld and Newco on SENS and ANS on Monday, 6 October 2025 and Tuesday, 7 October 2025, advising Barloworld Ordinary Shareholders of, among other things, the timetable applicable to the settlement of the Standby Offer (the “Settlement Announcements”). |
| Barloworld Ordinary Shareholders were informed in the Finalisation Announcement and the Settlement Announcements that settlement of the Standby Offer was subject to the Takeover Regulation Panel issuing a compliance certificate in terms of section 121(b) of the Companies Act. Barloworld Ordinary Shareholders are hereby informed that the compliance certificate was received by Newco from the Takeover Regulation Panel on Tuesday, 7 October 2025. |
| 2. RESULTS OF THE STANDBY OFFER |
| The Standby Offer closed at 12:00 on Friday, 7 November 2025, and was accepted by Barloworld Ordinary Shareholders holding 139,502,605 Barloworld Ordinary Shares (which is approximately 97.6% of the Standby Offer Shares). Together with the Barloworld Ordinary Shares that were already held by Newco and the Excluded Shareholders before the Standby Offer, these acceptances will result in Newco (together with the Excluded Shareholders) holding approximately 96.5% of the total issued Barloworld Ordinary Shares in aggregate. |
| As advised in the announcement published by Barloworld on SENS and ANS on Thursday, 23 October 2025, the Standby Offer has been accepted to the extent that Newco, together with its related and inter-related persons, and persons acting in concert with it, now hold more than 90% of the Barloworld Ordinary Shares in issue, and Barloworld Ordinary Shareholders are thus entitled to require Newco to acquire all of their Barloworld Ordinary Shares at the Per Share Standby Offer Consideration of R120.00 per Barloworld Ordinary Share on the basis set out in section 124(4) of the Companies Act. |
| As the Standby Offer has been accepted by Barloworld Shareholders holding more than 90% of the Standby Offer Shares, Newco intends to invoke the provisions of section 124(1) of the Companies Act to compulsorily acquire all of the Barloworld Ordinary Shares not already held by it or the Excluded Shareholders, at the Per Share Standby Offer Consideration of R120.00 per Barloworld Ordinary Share (the “Squeeze-Out”). |
| Upon completion of the Squeeze-Out, Newco will, together with the Excluded Shareholders, hold all of the Barloworld Ordinary Shares, and application will be made for the termination of the listing of Barloworld Ordinary Shares on the JSE in terms of paragraph 1.17(a) of the JSE Listings Requirements and A2X in accordance with the A2X Listings Requirements. Newco will publish an announcement in relation to the foregoing in due course. Once such notice is given, the Barloworld Ordinary Shares will be suspended from trading on the JSE and A2X, and the notice will contain further details in that regard. |
| Where Barloworld Ordinary Shareholders, their CSDPs or brokers have any questions in relation to the Standby Offer or the Squeeze Out, they should refer to the detailed Frequently Asked Questions on the Issuer’s website at https://barloworld.com/investors/standby-offer-faq/ or refer queries to Barloworld’s investor relations team at bawir@barloworld.com. |
| 3. RESPONSIBILITY STATEMENTS |
| The Independent Board |
| The Independent Board (to the extent that the information relates to Barloworld), individually and collectively, accepts responsibility for the information contained in this announcement 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 likely to affect the importance of the information included. |
| Newco |
| The board of directors of Newco (to the extent that the information relates to Newco), individually and collectively, accepts responsibility for the information contained in this announcement 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 likely to affect the importance of the information included. |
| For the full document, click the link below |
| Barloworld Limited |
| Stay ahead of the curve! Subscribe to InsidEntity for daily updates on all your favourite companies. |
