Barloworld says the standby offer by the management-led consortium to acquire its ordinary shares has become wholly unconditional, removing the final barriers and paving the way for the takeover to proceed.
The announcement on Wednesday followed the waiver of competition approval previously required from the Common Market for Eastern and Southern Africa (Comesa). With this condition lifted, the management-led consortium is now able to proceed with finalising the offer. Barloworld confirmed that no material adverse changes had emerged and no rival bids had surfaced.
The offer process dates back to December 2024 when the consortium, led by Barloworld CEO Dominic Sewela, initially proposed to acquire all Barloworld ordinary shares via a scheme of arrangement. The consortium consists primarily of two major stakeholders: Gulf Falcon, a subsidiary of Saudi Arabia’s Zahid Group; and Entsha, an SA company linked to Sewela.
After shareholders rejected the resolutions required for that scheme at an extraordinary general meeting in early 2025, the transaction automatically shifted to a standby offer under SA company law.
The consortium has since secured valid acceptances for about 41.6% of Barloworld’s issued ordinary shares, excluding treasury stock. Together with its existing holdings and those of the Barloworld Foundation, it now controls roughly 65% of the company. Though this falls short of the 90% compulsory acquisition threshold, the consortium waived that condition, confirming its intention to proceed without full ownership.
Shareholders have until October 15 to accept the offer. The offer price is now R118.80 after the payment of a dividend in June. Holders who do not tender by the deadline will retain their shares, as compulsory acquisition will not apply.
With unconditional status now secured, the consortium is set to consolidate control of the 122-year-old industrial group, while a minority free float is expected to remain unless more shareholders tender before mid-October.
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