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BAW
BAW
Barloworld Limited - Share Repurchase Announcement
BARLOWORLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1918/000095/06)
SHARE CODE: BAW
ISIN: ZAE000026639
("Barloworld" or "the Company")
Specific repurchase by Barloworld of its own ordinary shares held by its
wholly owned subsidiary Barloworld Investments (Pty) Limited ("Barloworld
Investments")
1. Introduction and rationale for the specific repurchase
Barloworld Investments acquired ordinary shares in Barloworld in 2000 and
2003 pursuant to general authorities granted to Barloworld by its ordinary
shareholders on 26 January 2000 and 30 January 2003, respectively.
Accordingly, Barloworld Investments holds a total of 19 090 900 Barloworld
shares, constituting 8.3% of the entire ordinary issued share capital of
Barloworld ("treasury shares").
The repurchase of the treasury shares is being conducted in order to
simplify the capital structure of the Company. The treasury shares will,
following their acquisition, be cancelled as issued shares and restored to
the status of authorised shares.
2. The specific repurchase
Barloworld and Barloworld Investments entered into a share acquisition and
disposal agreement on 05 April 2006. In terms of that agreement,
Barloworld will, subject to the approval of Barloworld ordinary
shareholders, acquire from Barloworld Investments the treasury shares. The
acquisition will occur on or about 22 May 2006. It is intended that the
shares will be acquired at market value.
The specific repurchase will have no financial effect on Barloworld or its
shareholders, other than in respect of transaction costs that are normally
incurred in transactions of this nature. As the specific repurchase is
intra-group, no cash will be utilised for the specific repurchase (other
than those transaction costs).
3. Conditions
The repurchase is subject to the passing at the general meeting referred to
below of the special resolution necessary to implement the repurchase and
the subsequent registration thereof by the Registrar of Companies. In terms
of the Listings Requirements and the provisions of the Companies Act, 61 of
1973 Barloworld Investments will be excluded from voting at the meeting.
4. Circular and general meeting
A circular has been posted to shareholders today, 12 April 2006, including
a notice convening a general meeting to be held at 10:00 on Thursday, 18
May 2006 at 180 Katherine Street, Sandton for the purpose of considering
and if deemed fit passing the special resolution necessary to implement the
repurchase.
Sandton
12 April 2006
Sponsor
JPMorgan Equities Limited
Attorneys
Bowman Gilfillan Inc.
Date: 12/04/2006 12:45:11 PM Produced by the JSE SENS Department
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