JSE-listed Barloworld and investor consortium vehicle Newco have confirmed that the Namibian Competition Commission has granted unconditional approval for the implementation of Newco’s takeover offer for Barloworld.

This means the condition of the standby offer relating to Namibian competition approval has been fulfilled.

The only outstanding regulatory conditions for the proposed transaction now relate to approvals from the competition authorities of the Common Market for Eastern and Southern Africa (Comesa) and Angola. Both filings have already been submitted, and the parties have said they are working with the authorities to obtain clearance.

As of September 11, Newco has received valid acceptances for more than 76.6-million Barloworld ordinary shares. This represents about 41.1% of all Barloworld shares in issue, excluding treasury shares. Together with the holdings of the consortium and the Barloworld Foundation, this amounts to 64.5% of Barloworld’s issued shares, excluding treasury shares.

In terms of the original offer structure set out in the circular to shareholders in January, Newco had proposed acquiring all Barloworld ordinary shares, excluding those held by certain excluded shareholders, by way of a scheme of arrangement at R120 a share.

However, when a standby offer trigger event occurred earlier this year, the transaction mechanism shifted to the current standby offer process under the Companies Act.

Further conditions have already been met. On September 2, Barloworld confirmed it had completed its internal investigation and submitted its final voluntary self-disclosure report to the US Bureau of Industry and Security, together with the Dentons Report, satisfying one of the standby offer conditions.

In addition, the Botswana Competition and Consumer Authority granted its approval for the transaction, meaning only the Comesa and Angola approvals are still required before the offer can become unconditional.

The deadline for all conditions to be met has automatically been extended by three months to December 11, owing to the outstanding regulatory approvals.

“The Namibian competition approval fulfils another transaction condition. As we work to fulfil the last remaining conditions precedent, we are confident that the transaction will shortly become unconditional.

“Pleasingly, there has been good momentum in terms of valid acceptances received to date which will enable us to secure Barloworld’s long-term sustainability and deliver broad-based economic and value benefits,” Newco spokesperson Sydney Mhlarhi said on September 11.

The parties said they expected the standby offer to become unconditional in the coming weeks. The offer will remain open for acceptance by Barloworld shareholders until ten business days after all conditions have been met, provided that this happens by the longstop date.

Once the outstanding approvals are received, and assuming there is no material adverse change at the time, and no superior competing offer has been completed, the standby offer will become unconditional.

The companies also confirmed that on June 24, Barloworld paid an interim dividend of R1.20 a share. After accounting for this payment, the net amount payable under the terms of the standby offer is R118.80 a share.