Table of Contents
Key Points
- Tribunal approval bars retrenchments for two years and ensures Black ownership expansion through a phased 13.5% empowerment stake.
- Buyout executed via Newco, backed by Entsha and Zahid Group, with Standard Bank providing R17 billion ($965.36 million) in funding guarantees.
- PIC support helped ease governance concerns, paving the way for delisting and employee shareholding under the post-buyout empowerment plan.
Barloworld Group, the South African industrial conglomerate led by Dominic Sewela, has cleared its final regulatory hurdle after the Competition Tribunal approved a R23.3 billion ($1.3 billion) buyout by a management-led consortium and Saudi Arabia’s Zahid Group. The ruling paves the way for Barloworld to leave the Johannesburg Stock Exchange after more than eight decades.
Tribunal ties Barloworld deal to jobs
The tribunal tied its approval to conditions aimed at protecting jobs and broadening Black ownership. The merged entity is prohibited from retrenching South African workers for two years and must keep existing employment terms in place.
It also ordered a two-stage empowerment plan that will hand historically disadvantaged persons and employees a combined 13.5 percent stake. In the first phase, the Barloworld Empowerment Foundation will retain its 3.5 percent holding. The second phase, to be completed within 24 months of delisting, will allocate 5 percent to an employee share scheme and another 5 percent to a women-led consortium, subject to Competition Commission clearance.
The deal brings an end to Barloworld’s more than 80-year run on the JSE. It is being led by a consortium that includes Zahid Group, the Katlego Le Masego Trust, and 100 percent Black-owned Entsha. Through a special-purpose vehicle known as Newco, the group will acquire the remaining shares at R120 ($6.8) each.
Black ownership secures Barloworld takeover
The transaction is being executed through Newco, a special-purpose vehicle owned by 100 percent-Black-owned Entsha, which includes Sewela, and Zahid’s Gulf Falcon Holding. Newco will acquire remaining shares at R120 ($6.80) each, valuing the group at $1.3 billion. Funding was secured via Standard Bank facilities and guarantees of about R17 billion.
The take-private began with a firm-intention offer on Dec. 11, 2024. Early governance concerns about management’s role eased after the Public Investment Corporation—holding roughly 22 percent—endorsed the bid in April 2025, following commitments to employee and empowerment ownership.
Tribunal hearings between June and August focused on jobs and Black ownership, culminating in last week’s conditional approval. Once sufficient acceptances are reached, Newco will delist Barloworld from the JSE and A2X and implement the Phase 2 ownership structure.
Barloworld to delist after nearly a century presence
Founded in 1902 and best known as Caterpillar’s distributor in Southern Africa, Barloworld is among the country’s oldest listed companies. Its delisting marks the end of an era while embedding safeguards on employment and empowerment.
The company has faced headwinds, with first-half fiscal 2025 revenue down 5.8 percent to R18.1 billion ($1.03 billion), including a 37 percent plunge in its Vehicle and Transport division and a 6 percent decline in Southern Africa Equipment.
