| Mon 9 Mar 2020, 7:05 | | BARLOWORLD LIMITED - BAW,BAWP : General share repurchases by Barloworld |
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BAW,BAWP : General share repurchases by Barloworld:
Barloworld Limited
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Income Tax Registration number 9000/051/71/5)
(Share code: BAW)
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(JSE ISIN: ZAE000026647)
(Bond issuer code: BIBAW)
(Namibian Stock Exchange share code: BWL)
("Barloworld" or the "Group" or the "Company")
GENERAL SHARE REPURCHASES BY BARLOWORLD
1. INTRODUCTION
The board of directors of the Company ("Board") is pleased to inform shareholders that, as part of
Barloworld's announced capital allocation strategy, Barloworld has repurchased ordinary shares in terms
of the general authorities granted by shareholders at the annual general meetings of Barloworld held on 14
February 2019 ("First Tranche") and on 12 February 2020 ("Second Tranche"), respectively, and has
cumulatively repurchased 10 633 664 of its own ordinary shares (collectively the "Buyback").
Barloworld's approach to value creation focuses on disciplined capital allocation. This is underpinned by
the various elements of the strategy namely fixing underperforming business, optimising businesses that fit
the portfolio to ensure that these meet our return and cash generation criteria through the cycle and
focussing on value-creating growth in current and new markets. The Group continues to make good
progress across these areas and is cognisant of balancing value creation and growth.
Whilst trading under a cautionary announcement relating to the Mongolian acquisition, the Group declared
a special dividend to shareholders of R500 million in November 2019. The terms of the acquisition of the
Mongolian Equipment business were announced on Monday, 3 February 2020. Thereafter the Group
commenced repurchasing ordinary shares as the Board is of the opinion that the current price range of
Barloworld ordinary shares represents a significant discount to the intrinsic value of the Group and that a
share buyback will deliver long-term value to shareholders. The Buyback was suspended when bilateral
negotiations commenced to acquire the Tongaat Hulett Starch division ("THS") of Tongaat Hulett Limited.
The terms for the acquisition of THS were announced on Friday, 28 February 2020. The Group has
continued to repurchase its ordinary shares post the THS announcement.
2. DETAILS OF THE BUYBACK
The Buyback was conducted in compliance with paragraph 5.72 (a) of the Listings Requirements of the
JSE Limited ("JSE"), was funded from available cash resources and was effected through an intermediary
via the order book operated by the JSE trading system without any prior understanding or arrangement
between Barloworld and the counterparties.
Buyback information as at 6 March 2020:
First Tranche
Dates of Buyback: Between 5 February and 11 February 2020
Lowest price paid per ordinary share: R95.13
Highest price paid per ordinary share: R106.73
Number of ordinary shares repurchased: 3 298 664
Total value of ordinary shares repurchased: R335 million
Second Tranche
Dates of Buyback: On 12 February and between 2 and 6
March 2020
Lowest price paid per ordinary share: R79.58
Highest price paid per ordinary share: R102.50
Number of ordinary shares repurchased: 7 335 000
Total value of ordinary shares repurchased: R617 million
Number of treasury shares after the Buyback of the First Nil
Tranche and the Second Tranche:
Remaining number of ordinary shares available to be 10 635 594 (5.0% of ordinary shares in
repurchased: issue on 1 October 2019)
Remaining ordinary shares in issue after the Buyback: 208,637,040
The ordinary shares repurchased will be delisted and cancelled on or about 31 March 2020.
3. STATEMENT BY THE DIRECTORS
Having considered the effect of the Buyback, the Board is of the opinion that, for a period of 12 months
after the date of this announcement:
* The Company and the Group will be able to pay its debts in the ordinary course of business;
* The assets of the Company and the Group will be in excess of the liabilities of the Company and
the Group. For this purpose, the assets and liabilities were recognised and measured in accordance
with the accounting policies used in the latest audited annual group financial statements;
* The share capital, reserves and working capital of the Company and the Group will be adequate
for ordinary business purposes; and
* The Company and the Group have passed the solvency and liquidity test and since the test was
performed there have been no material changes in the financial position of the Group.
4. IMPACT OF THE BUYBACK ON THE FINANCIAL INFORMATION OF THE COMPANY
The Company's cash balances decreased by R952 million (before transaction costs) as a result of the
Buyback. The Buyback will also impact the Group's per ordinary share metrics by reducing the number of
ordinary shares in issue.
Sandton
9 March 2020
Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 09-03-2020 07:05:00
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