Barloworld Limited THS Acquisition and Cautionary Announcement (6079M)
12 Mayo 2020 - 1:00AM
UK Regulatory
TIDMBWO
RNS Number : 6079M
Barloworld Limited
12 May 2020
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)
(Bond issuer code: BIBAW)
(JSE ISIN: ZAE000026647)
(Namibian Stock Exchange share code: BWL)
("Barloworld" or the "Company")
Update on the Acquisition of Tongaat Hulett Starch ("Sale
Business") and Cautionary Announcement
Further to the voluntary trading update released on 23 April
2020 and in light of the continued rapidly evolving environment
arising from the COVID-19 global pandemic and the South African
nationwide lock down, shareholders are advised that Barloworld,
through its wholly-owned subsidiary KLL Group (Proprietary) Limited
("KLL"), has issued a material adverse change ("MAC") notice to
Tongaat Hulett Limited ("THL") in terms of the Sale and Purchase
Agreement between THL, Barloworld and KLL dated 28 February 2020,
as amended (the "SPA"), the conclusion of which was announced on
that day.
Shareholders are advised to refer to that announcement and all
definitions and abbreviations contained therein apply to this
announcement.
Barloworld is of the view that COVID-19 global pandemic and the
consequences thereof constitute an event that is reasonably likely
to cause the EBITDA of the Sale Business for the financial year
ending 31 March 2021 to be 82.5% or less of the EBITDA of the Sale
Business for the financial year ended on 31 March 2020, and that,
therefore, a MAC has occurred.
In accordance with the SPA, Barloworld and THL have met in an
attempt to agree whether a MAC has occurred or not. The parties
were unable to reach agreement.
The SPA provides that if THL and KLL are unable to agree whether
or not a MAC has occurred, either party can refer the matter to an
independent accountant who will determine if a MAC has taken place,
after receiving submissions from KLL and THL. It is anticipated
that this process will now be followed, and that the process will
take approximately 6 to 8 weeks.
Barloworld will update shareholders in due course.
Resultantly, shareholders are advised to exercise caution when
dealing in the Company's securities until a further announcement is
made.
Sandton
12 May 2020
Financial Advisor and Transaction Sponsor
Absa Corporate and Investment Banking, a division of Absa Bank
Limited
Legal Advisor
DLA Piper Advisory Services Proprietary Limited
JSE Equity and Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank
Limited
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END
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