The takeover of Barloworld by a consortium of investors led by Saudi Arabia’s Zahid Group has become unconditional.
Barloworld is a JSE-listed industrial company and is the exclusive distributor of Caterpillar construction equipment in Southern Africa.
The company is set to be acquired by Newco, which comprises Gulf Falcon Holding, a subsidiary of Saudi Arabia’s Zahid Group, and Entsha, a company linked to Barloworld CEO Dominic Sewela.
Zahid Group offers construction, energy, manufacturing, travel, financial, hospitality, oil and marketing services.
Barloworld shareholders have now been advised that Newco’s R23 billion Standby Offer relating to the Proposed Transaction has become wholly unconditional.
Today, 1 October 2025, the parties agreed to waive the Standby Condition related to the receipt of competition approval by the Common Market for Eastern and Southern Africa (COMESA).
All Standy Offer Conditions have thus been fulfilled, making it unconditional.
Newco now has Valid Acceptances of the Standby Offer in respect of 77,595,744 Barloworld Ordinary Shares, equating to roughly 41.6% of all the Barloworld Ordinary Shares in issue (excluding Treasury Shares).
With the Consortium and Barloworld Foundation’s existing shareholders, Newco has approval from 65.0% of the Barloworld Ordinary Shares in issue (excluding Treasury Shares).
“This landmark transaction reflects the consortium’s strong belief in the long-term potential of Barloworld and is a resounding endorsement of South Africa’s prospects,” said Sydney Mhlarhi, spokesperson for Newco.
“We urge shareholders who have not yet accepted the offer to act promptly.”
Not wholly popular
Despite the interest from an international giant, the deal has faced criticism from Barloworld’s shareholders this year.
MoneyWeb previously reported that two of the largest shareholders of Barloworld were voting against the sale at a general meeting.
There were fears over a potential conflict of interest due to Sewela’s involvement. The initial failure to get majority support from shareholders triggered the Standby Offer.
Barloworld said that if the Consortium receives the compliance certificate from the Takeover Regulations Panel by 7 October 2025, the settlement of the offer will occur with the following timetables:
| Finalisation Date | Wednesday, 1 October 2025 |
| First payment date (Payment of Standby Offer Consideration to Barloworld Ordinary Shareholders who have accepted the Standby Offer by Friday, 3 October 2025): | Wednesday, 8 October 2025 |
| Last day to trade in Barloworld Ordinary Shares in order to be able to accept the Standby Offer: | Friday, 10 October 2025 |
| Second payment date (Payment of Standby Offer Consideration to Barloworld Ordinary Shareholders who have accepted the Standby Offer by Friday, 10 October 2025): | Wednesday, 15 October 2025 |
| Record date and the Standby Offer closes at 12:00 on (Closing Date) | Wednesday, 15 October 2025 |
| Results of the Standby Offer announced on SENS and the ANS: | Thursday, 16 October 2025 |
| Final payment date (Payment of Standby Offer Consideration to Barloworld Ordinary Shareholders who have accepted the Standby Offer by the Closing Date): | Thursday, 16 October 2025 |