Latest: Victory for Barloworld investors

Barloworld shareholders owe Protea Capital Management R1.20 a share for each share they own. Or perhaps just a thank you. 

It’s because of Protea Capital Management’s speedy and decisive action that the Newco consortium, which is in the process of finalising its takeover of Barloworld, has been forced to pay a full R120 per share to shareholders who accepted its offer.  

Thanks are also due to the speedy and decisive action of the Takeover Regulation Panel (TRP), which was faced with a difficult situation on Friday afternoon – and which it had comprehensively resolved by Saturday evening. 

Here’s what happened.

Newco’s advisers had reckoned they could deduct the R1.20-per-share dividend paid out in June from their offer price and pay just R118.80 per share. Every press release issued since August stated that was the plan. 

Take, for example, the August 18 press release: “On 24 June 2025, Barloworld paid an interim dividend of R1.20 per share resulting in a net amount of R118.80 per share being payable in accordance with the terms of the standby offer.” 

This was repeated in three subsequent press releases, the final one being in last week’s announcement of the Newco transaction becoming wholly unconditional. Yet, strangely, the same statement was never made in any of the Sens announcements released during the two months. Not that it would have made any difference. Once an offer has been made in a circular to shareholders it cannot be changed, no matter how many times you repeat it in a press release. 

This may explain why Barloworld shareholders were unaware of the R118.80 plan until it was mentioned in a story last week. Many will have been surprised; none, other than Protea Capital Management’s Jean Pierre Verster, acted on it.  

The crucial issue was whether or not something was tucked into a sentence somewhere in the circular that would have allowed the R1.20 deduction. 

After double and triple-checking all the relevant information Verster contacted the TRP with his concerns about the “unauthorised” deduction of the R1.20 from the payment. Zano Nduli, deputy executive director of the TRP, responded promptly and approached Newco’s advisers for an explanation. 

Remarkably, Nduli was able to send Newco a comprehensive ruling on the matter by Saturday. First thing on Monday morning (October 6) Newco released the ruling on Sens.  

The bottom line is: “The panel rules that the correct consideration payable to Barloworld shareholders who have accepted the standby offer is R120.00 per share.” 

The panel directed Newco to pay that amount to all shareholders who accepted the offer, including any shareholders who have already received R118.80. 

Newco, which could apply to the Takeover Special Committee for a hearing to challenge the ruling, says that though it disagrees with the ruling “it has elected to proceed with settlement as it is in the best interests of shareholders to do so”. But, as usual in these kinds of cases, it is “reserving its rights”. 

Verster is evidently relieved it’s been sorted out so quickly, and he welcomes the prompt action by the TRP, which he says ensures a fair outcome for all.  “The comprehensive ruling by the TRP addresses a number of important interpretation issues, which will lead to greater certainty for future transactions,” he tells Currency, adding: “The dispute has been a reminder that shareholders should always be vigilant in ensuring that their rights are not infringed upon.” 

Newco in control

Meanwhile Newco has announced that, as of October 6, it had received acceptances from approximately 58% of Barloworld shareholders. It means that, together with the consortium and the Barloworld Foundation’s existing shareholdings, it controls 81.4% of Barloworld ordinary shares in issue.  

Much is at stake. If Newco can push that figure to 90% it can force the remaining minority shareholders to sell and then delist the company. 

A large portion of the 18.6% outstanding could be accounted for by UK-based Silchester International Investors, which is thought to hold about 15%, though it appears to be trickling shares into the market. 

Currency approached Silchester for an update on its position. Unsurprisingly, it’s remaining shtum. Director Tim Linehan said: “Given the materiality of our stake in Barloworld, Silchester isn’t offering any additional statement on Barloworld at this time.” 

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