JSE-listed Barloworld and Newco, which is made up of a consortium that has made an offer to acquire Barloworld, have announced that Newco will irrevocably waive the 90% minimum acceptance condition once all other standby offer conditions are fulfilled or, if applicable, waived for its previously announced acquisition of all Barloworld ordinary shares, other than those held by the excluded shareholders, by way of a scheme of arrangement.

The current acceptances, together with the consortium’s and the Barloworld Foundation’s existing shareholding, equates to 57.7% of the Barloworld ordinary shares in issue, excluding treasury shares.

The acceptance date deadline has been extended to the date on which the last of the remaining conditions precedent to the standby offer is fulfilled and valid acceptances by Barloworld ordinary shareholders cannot be withdrawn.

This provides Newco certainty that it will hold at least 51% of the Barloworld ordinary shares in issue, excluding treasury shares, after the standby offer is implemented.

As a condition to the extension, Newco has agreed to pay a break fee of R20-million to Barloworld if the standby offer conditions are not fulfilled or, if applicable, waived by the acceptance date deadline.

This marks another key milestone in the transaction process and follows the South African Competition Commission’s recommendation to the Competition Tribunal earlier this month, subject to certain public interest conditions, the companies highlight in a joint statement.

Competition approvals in the remaining jurisdictions are still in progress.

The deadline for acceptance of the standby offer is 12:00 on the first Friday falling ten business days or more after the date on which the last of the remaining conditions precedent to the standby offer is fulfilled, which Newco currently expects to be in September.

On June 24, Barloworld paid an interim dividend of R1.20 apiece, resulting in the net amount payable of R118.80 apiece in accordance with the terms of the standby offer.

The longstop date for fulfilment of all the conditions precedent to the transaction is September 11.

The longstop date will automatically be extended by three months if any regulatory approval has not been obtained by then.