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Barloworld’s take-private bid gains momentum as Newco secures 81.4% stake

MERGERS & ACQUISITIONS

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Combined with the consortium’s and the Barloworld Foundation’s existing holdings, Newco now controls 81.4% of Barloworld’s ordinary shares, positioning the group firmly on course to take the 122-year-old industrial giant private.

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Barloworld Limited’s path to delisting gathered significant momentum this week, with Newco — the consortium leading the take-private transaction — announcing that it has received valid acceptances for 108 million ordinary shares under its Standby Offer.

The accepted shares represent approximately 58% of Barloworld’s total issued ordinary shares, excluding treasury stock.

Combined with the consortium’s and the Barloworld Foundation’s existing holdings, Newco now controls 81.4% of Barloworld’s ordinary shares, positioning the group firmly on course to take the 122-year-old industrial giant private.

Sydney Mhlarhi, spokesperson for Newco, hailed the progress as a “major milestone” for the transaction.

“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,” Mhlarhi said.

“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.”

Mhlarhi urged shareholders who have not yet tendered their shares to act quickly. The Standby Offer remains open until 12h00 on Wednesday, 15 October 2025, after which no further acceptances will be accepted.

Under the offer timetable, settlement of the Standby Offer will proceed once the Consortium receives the compliance certificate from the Takeover Regulation Panel (TRP), expected no later than Tuesday, 7 October 2025.

The offer process has not been without contention. On 4 October 2025, the TRP issued a binding ruling confirming the per-share Standby Offer consideration at R120 per ordinary share.

While Newco expressed disagreement with the ruling, it has chosen to proceed with the settlement in the interests of shareholders, while reserving its right to challenge the decision.

Barloworld reminded investors that, under Regulation 105(2) of South Africa’s Takeover Regulations, acceptances of the Standby Offer are irrevocable once submitted. Shareholders with queries have been directed to consult the detailed FAQs or contact the company’s investor relations team.

An explainer video detailing the full Standby Offer process, timeline, and payment procedures will also be made available on Barloworld’s website in the coming days.

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