FAQs

  • Black People: Black People (African, Coloured and Indian people) who are natural persons and citizens of South Africa by birth or descent; or who are citizens through naturalisation before 27 April 1994 or after that date, but who would have qualified for naturalisation before that date. Minors (i.e. a Black Person below 18 years of age) must be assisted by their parent or legal guardian.
  • Black Groups: Black Companies and Black Entities, as defined. In summary terms, these are companies or entities (incorporated or unincorporated) established in South Africa and in which Black People own at least 51% of the equity, exercise at least 51% of the voting rights and participate in at least 51% of the economic interests therein, on a flow-through basis.
  • The Public Offer opens on Wednesday, 10 April 2019 at 09:00 and closes on Friday, 31 May 2019 at 16:00.
  • Any changes to these dates and times (if any) will be published in the press. All times referred to in the Prospectus are South African times.
  • You may receive assistance with filling in the Application Form by contacting the Call Centre on 0800 233 733 (toll-free number), email contact@barloworldkhulasizwe.com or by visiting any Walk-in Centre. See FAQ: WHERE ARE THE WALK-IN CENTRES?

Khula Sizwe is entitled to verify your details (for BEE, FICA and other purposes) and you are obligated to assist in such verification promptly when requested to do so.

Black Individuals

  • Copy of South African ID;
  • Proof of physical address; and
  • Proof of banking details (bank statement or confirmation letter on a bank letterhead)

Black Individuals (Younger than 18 years old)

  • Copy of birth certificate or South African ID;
  • Proof of physical address (or a declaration that the minor shares the same address as the guardian);
  • Proof of banking details in the minor’s name;
  • Copy of South African ID of guardian; and
  • Proof of physical address of guardian

Black Groups (Companies and Close Corporations) with revenue less than R50 million per annum

  • Company registration documents;
  • Copies of South African ID document for all the directors / members of the group;
  • Proof of banking details;
  • Proof of physical address; and
  • An affidavit confirming the Black ownership percentage of the group and supporting documents for the Black Ownership
  • Authorisation Letter

Black Group Representative(s)

  • ID Document
  • Proof of Address

Black Groups (Companies and Close Corporations) with revenue in excess of R50 million per annum or listed on a stock exchange:

  • Company registration documents;
  • Copies of South African ID document for all the directors / members of the group;
  • Proof of banking details;
  • Proof of physical address; and
  • BEE Ownership Certificate

Black Group Representative(s)

  • ID Document
  • Proof of Address

Black Groups (Stokvel’s and other unincorporated entities)

  • Copy of South African ID document for all the members of the group;
  • Proof of banking details;
  • Proof of physical address; and
  • BEE Ownership Certificate; or
  • An affidavit confirming the Black ownership percentage of the group and supporting documents for the Black Ownership

Black Group Representative(s)

  • ID Document
  • Proof of Address
  • Black People (i.e. individuals) who are applying for Khula Sizwe Shares do not need to submit a BEE Ownership Certificate.
  • Black Groups generating revenue of less than R50 million per annum, applying for Khula Sizwe Shares do not need to submit a BEE Ownership Certificate, but must submit an affidavit confirm black ownership, as well as the supporting documentation confirming such black ownership. Khula Sizwe may request any additional information to verify the level of your black ownership.
  • If you are a Black Group generating revenue of more than R50 million per annum or if your company is listed and you are applying for Khula Sizwe Shares, you will need to submit a Valid BEE Ownership Certificate obtained from a Valid BEE Verification Agency; or
  • If you are required to deliver a Valid BEE Ownership Certificate and you choose not to or you are unable to do so, you must instead submit the supporting documents to verify your black ownership.
  • Applications for Khula Sizwe Shares under the Public Offer are irrevocable and may not be withdrawn once received from or on behalf of an Applicant. If Khula Sizwe issues, registers and publishes a supplement to the Prospectus, in which event applications made prior to the date of issue or publication of the supplement may be withdrawn on written notice to Khula Sizwe (within 20 business days after the date of publication).
  • In addition, submitting an Application Form without subsequently making the payment, means that you have not completed the application process. In this instance, you are not required to withdraw your application as you will automatically be disqualified.
  • If you make a mistake when providing your bank account or other details on the Application Form (created and submitted through the above channels), and it is picked up by the Share Administration Agent in its verification process, you will be notified and requested to re-submit your account details and supporting details using any of the channels above. Khula Sizwe, Velocity Trade, Barloworld and their respective advisers do not warrant that they will be able to pick up mistakes. It is your responsibility to ensure that the correct details are submitted.
  • If any of your contact details in the Application Form (created and submitted through the above channels) change before or after the close of the Offer Period, you will need to update your contact details through your profile on the Khula Sizwe website or by calling the Call Centre. You may be required to provide new supporting documentation for the change of details.
  • The complete application process has the following steps:
  • Through your own electronic access;
  • As assisted by an agent at a Call Centre; or
  • As assisted by an agent at a Walk-In Centre – see Contact Details
  • Once your Investor Profile has been created, you will receive your unique Investor Number (KS#) by SMS;
  • Submit the required supporting documentation;
  • Your supporting documentation will be verified to ensure that it is valid for purposes of this Public Offer;
  • You will be notified, via SMS, as to whether your supporting documentation was successfully verified or not;
  • If successfully verified, you will receive an SMS with funding instructions, or view from the Banking tab of the Investor Portal;
  • If the verification process is not successful, you will receive a SMS notification that you need to submit a new document(s) to be verified;
  • You will then be able to make a payment using the unique Investor Number (KS#) supplied to you;
  • Once the payment has been made correctly, the application process is complete.
  • You have the ability to track the status of your application at any stage through the application process, by logging into your Investor profile.

The obligation to give full and accurate information rests on each Applicant. The acceptance of an Application Form and supporting documentation, and the allotment and issue of Khula Sizwe Shares following acceptance of an application, does not imply that any such information has been verified or accepted as true and correct, and will not prevent Khula Sizwe from taking action in connection therewith at any time, including after Khula Sizwe Shares have been issued or transferred to you.

Successfully completing the application process, including making payment, does not guarantee any allotment of Khula Sizwe shares. Khula Sizwe reserves the right to allot shares in its sole discretion.

Once your application form and supporting documentation has been verified, you will be sent payment instructions via SMS, and will need to pay for your shares in accordance with those instructions and as set out below:

  • Payment must be made by no later than the Public Offer Closing Date. Payment may be made in one of the following manners:
  • EFT – EFT payments must be made into the Khula Sizwe bank account number referred to below (which will also be indicated in the Investor Portal on the Banking Detail Tab).
  • EFT through a Bank Branch – Applicants can also visit their bank branch and request assistance in completing an EFT transfer into the Khula Sizwe bank account number referred to below.
  • Cash payment – cash payments (maximum R24,999.00 per deposit) can be made by using your unique Investor Number (KS#) when depositing into the Khula Sizwe bank account number referred to below.
  • It is critical that the unique Investor Number (KS#) sent to you via SMS is used as the payment reference at the time of the EFT transfer/cash payment to avoid the transaction being rejected due to the funds being unallocated, and for the funds to be allocated to the correct Applicant. The onus is on the Applicant to ensure that his/her/its payment reference is correct. None of Khula Sizwe, Barloworld or their advisers and service providers will be held liable for payments made without reference numbers or with incorrect reference numbers.
  • Please use the following Banking Details:
  • Account holder: Barloworld Khula Sizwe
  • Account number: 1144961408
  • Account type: Current account
  • Bank: Nedbank
  • Branch code: 198765
  • Reference: The unique Investor Number (KS#) sent by via SMS when you submit your Application Form and supporting documents.
  • Whatever amount you (or other persons) deposit with your unique Investor Number (KS#) into the above account prior to 16:00 on 31 May 2019, will constitute an offer by you to subscribe for Khula Sizwe Shares up to that amount.
  • This amount will be used, if you are successful with your application, to subscribe for as many Khula Sizwe Shares as possible up to the maximum number of Khula Sizwe Shares allocated to you, and any excess amount will be refunded to you as provided for in the Prospectus. Please note that refunds are subject to Applicants having complied with FICA and their banking details being successfully validated.
  • Please note: cheques, postal orders, credit cards and debit cards will NOT be accepted.

Each Khula Sizwe Share costs R10:

  • You must apply for at least 250 Khula Sizwe Shares and if you apply for the minimum of 250 Khula Sizwe Shares it will cost you R2 500;
  • You may apply for additional Khula Sizwe Shares at a price of R10 per Khula Sizwe Share and it will cost you R2 500 plus R10 for each additional Khula Sizwe Share that was applied for by you.
  • Once the Public Offer closes on Friday, 31 May 2019, the share allocation process will start, which can take up to 60 days to complete.
  • After the Public Offer closes on Friday, 31 May 2019, Khula Sizwe will be able to determine:
  • Whether your application was accepted or rejected; and
  • If accepted, how many Khula Sizwe Shares (if any) you will receive.
  • If there is an oversubscription and applications are received for more than 16 340 000 Khula Sizwe Shares, you may not get all or any of the shares you applied for, even if your application has been properly completed, payment (where required) has been made and all your supporting documents have been correctly submitted.
  • Refunds to Applicants:
  • If, due to an oversubscription, you do not receive all the Khula Sizwe Shares you applied for, Khula Sizwe will return the excess funds paid by you into the Khula Sizwe Account using your unique Investor Number (KS#) without interest to you (but not to any other person who made any payments on your behalf) in respect of those Khula Sizwe Shares which you applied for, but did not receive.
  • If the Public Offer is deemed unsuccessful due to undersubscription below the Minimum Subscription Amount, Khula Sizwe will refund you the amount paid without interest, using your unique Investor Number (KS#).
  • If your application is rejected for any reason or if you were disqualified, Khula Sizwe will return the funds paid into the Khula Sizwe Account by you using your unique Investor Number (KS#), to you (but not to any other person who made any payments on your behalf) without interest within 90 days of the Public Offer Closing Date.
  • Refunds will be paid by EFT, into the South African bank account identified on the Application Form. Please note that refunds are subject to Applicants having complied with FICA and Khula Sizwe having verified the FICA details supplied.
  • One or more third parties may make any number of payments directly into the Khula Sizwe Account on your behalf or otherwise, using your unique Investor Number (KS#) as a payment reference. However, no refunds will be made to any such third parties. All refunds relating to your application will only be paid to you into the bank account supplied by you on the Application Form. You agree to indemnify Khula Sizwe, Barloworld, their advisers and service providers in respect of any claims made against them by any person who made any payment to the Khula Sizwe bank account using your unique Investor Number (KS#).
  • You may receive status updates via SMS with respect to the status of your application.
  • Please note that you will only receive communications via SMS with respect to the status of your application and you will not be able to reply to those SMS’s. If you have any queries with respect to any SMS received by you, you will need to call the Call Centre on 0800 233 733, email contact@barloworldkhulasizwe.com or visit any Walk-in Centre.
  • Please ensure that you are able to be contacted on the cell phone number that you provided on your Application Form during the Offer Period and thereafter. If your cell phone number changes during this time, you will need to go online, call the Call Centre on 0800 233 733, email contact@barloworldkhulasizwe.com or visit any Walk-in Centre, to update your contact details.
  • Within 60 days after the Public Offer Closing Date, you will receive confirmation indicating the number of Khula Sizwe Shares allocated to you, if any.
  • You will not receive a share certificate for the Khula Sizwe Shares allocated to you, as the Khula Sizwe Shares will be issued in Dematerialised form (i.e. without a physical document). You will however, receive a notification via SMS confirming the number of shares issued to you. The number of shares issued to you will also be available in your Khula Sizwe investor profile created during the application process, and accessible at any time. Alternatively, you can call the Call Centre on 0800 233 733 or email contact@barloworldkhulasizwe.com to request them to provide you with the number of shares issued to you.
  • During the Lock-in Period, your Khula Sizwe Shares will be held in an account on your behalf by the Custodian in accordance with the mandate agreement concluded between Khula Sizwe and the Custodian. By agreeing to the terms and conditions of the Public Offer when making your application, you also agree to be bound by the terms and conditions of the mandate agreement between the Custodian and Khula Sizwe. A copy of the mandate agreement is available on the Khula Sizwe website.  You will not be charged by the Custodian for this service during the Lock-in Period.  After the Lock-in Period, upon the BEE Listing you will be able to have your Khula Sizwe Shares held directly in your name or by a Nominee Holder (e.g. via your stock broker) on your behalf, or you can continue to have the Custodian hold the shares on your behalf, subject to its terms and conditions.
  • There are no hidden commissions or incentives for which you will be liable.
  • The purpose of the Public Offer is to raise R163.4 million from the Black Public giving them an opportunity to participate in the ownership of Khula Sizwe. Khula Sizwe was created as part of the Barloworld B-BBEE Transaction. The amount raised through the Public Offer, together with funding raised from the Management Trust and Employee Trust, will be used by Khula Sizwe to fund a portion of the Acquisition Consideration payable for the Properties.
  • Barloworld is implementing a B-BBEE Transaction, which comprises the following core elements:
  • An issue of shares to the Foundation, which will, post issue, equate to 3% of the total issued share capital of Barloworld;
  • The sale of a portfolio of Properties to Khula Sizwe in terms of Statement 102 of the BEE Codes; and
  • The entering into of a 10-year lease with Khula Sizwe by Barloworld SA and Barloworld Logistics
  • The Public Offer will enable the Black Public to acquire shares in Khula Sizwe;
  • The B-BBEE Transaction structure is as follows:

HOW WILL KHULA SIZWE FUND ITS ACQUISITION OF THE PROPERTIES?

  • A maximum of 16 340 000 Khula Sizwe shares at R10 each.
  • The total Public Offer size is R163.4 million.

Each Khula Sizwe Share has an underlying value, of approximately R12.41. The indicative Market Value of the properties is the most important factor affecting the value of a Khula Sizwe Share. The table below sets out the indicative net asset value of a Khula Sizwe Share on commencement:

The net asset value per share indicated above is an estimate and may vary over time depending on the following factors:

  • Performance of the property market over the 15-year empowerment period;
  • Movements in Interest Rates;
  • The value of the Properties after the Lock-in period of 5-years. (which is the earliest opportunity any applicant will be able to sell their shares in Khula Sizwe); and
  • The level of demand and supply of Khula Sizwe shares post the BEE Listing.
  • Yes, you can ultimately lose all or a part of your investment. The Khula Sizwe Shares you acquire will be subject to all the investment risks faced by the ordinary shareholders of any company.
  • As with all share investments, the value of the investment depends largely on the underlying value of the business or assets invested in and the financing obligations. The value of your Khula Sizwe Shares will therefore increase and decrease with reference, among others, to any changes to the Properties’ Market Value and the costs of funding.

Yes, Barloworld is significantly assisting Khula Sizwe, including in the key ways described below:

  • Barloworld will dispose of the Properties at an effective, aggregate discount of 5% to the Properties’ Market Value (plus the development capital expenditure in respect of the Properties), where the discount represents up to R143 million in value;
  • Barloworld SA and Barloworld Logistics entered into a 10-year rental agreement with Barloworld which was transferred to Khula Sizwe with the purchase of the Properties, in terms of which Barloworld SA and Barloworld Logistics will pay lease rentals to Khula Sizwe at a rate that will increase by 8% per annum; and
  • Barloworld has also provided the Management Trust Loan and the Employee Trust Contribution to fund the subscriptions for the Khula Sizwe Shares by the Management Trust and the Employee Trust.
  • Should applications for Khula Sizwe Shares in the Public Offer exceed 16 340 000 Khula Sizwe Shares, Khula Sizwe will use its discretion in allocating Khula Sizwe Shares amongst successful Applicants under the Public Offer.
  • In order to ensure the broadest possible base of BEE Participants, a key principle will be that the allocation of Khula Sizwe Shares will be made from the lowest to the highest, starting with applications for the least number of Khula Sizwe Shares applied for and with preference being given to Black People (i.e. individuals). No preferential treatment will be given to Khula Sizwe Directors or employees, management or directors of Barloworld.
  • If you are an Applicant and have applied and paid for Khula Sizwe Shares that are not eventually issued to you, Khula Sizwe will refund to you the excess amount without interest by way of EFT. Please note that refunds are subject to applicants having complied with FICA and their account details having been successfully
  • In the event that the money raised from the Black Public under the Public Offer is equal to or above the Minimum Subscription Amount (R120 million) but less than the Target Equity Raise (R163.4 million), the Public Offer will be deemed successful and, the difference will be subscribed for by the Management Trust.
  • To the extent that the money raised in the Public Offer is less than the Minimum Subscription Amount, the Public Offer will be deemed unsuccessful and Khula Sizwe will refund you the amount paid without interest, using your unique Investor Number (KS#) by EFT. The entire Target Capital raise of R163.4 million will be subscribed for by the Management Trust.
  • The minimum number of Khula Sizwe Shares to be applied for is 250, which will cost R2,500.
  • The table below sets out the number of Khula Sizwe Shares that a prospective shareholder will acquire based on the amount invested:
  • You cannot sell or otherwise dispose of your Khula Sizwe Shares during the first five years of the Empowerment Period (i.e. the Lock-in Period).
  • The Empowerment Period for Khula Sizwe is fifteen years after the implementation date which is expected to be on 1 October 2019.
  • Restricted trading will be allowed during the sixth to fifteenth year, where you can only sell or dispose of your Khula Sizwe Shares to eligible Khula Sizwe Shareholders (being Black People and Black Groups). All sales and disposals during the sixth to fifteenth years of the Empowerment Period are subject, amongst others, to approval and BEE verification processes.
  • You cannot encumber (e.g. use as security for a loan) your Khula Sizwe Shares during the Empowerment Period (i.e. fifteen years).
  • There will be no special restrictions on the disposal or encumbrance of Khula Sizwe Shares after the Empowerment Period.
  • During the Empowerment Period, you will be bound by the Khula Sizwe MOI and the terms and conditions of the Public Offer, as updated from time to time.
  • A breach of these restrictions or the terms of the Khula Sizwe MOI could result in a Call Event and you being obliged to sell your Khula Sizwe Shares at a discount of 50% to the Call Reference Price.
  • You cannot sell or otherwise dispose of your Khula Sizwe Shares during the first five (5) years (i.e. the Lock-in Period)
  • You may only voluntarily exit after the Lock-in Period. Special provisions apply in the event of death, insolvency and sequestration.

Khula Sizwe reserves the right to accept or reject applications, in its sole discretion.  Without limiting this discretion, the following will likely disqualify you:

  • If you do not make payment before the Public Offer Closing Date in accordance with the Prospectus.
  • If your Application Form is not completed accurately or is incomplete.
  • If all the required supporting documents are not submitted.
  • If your information cannot be verified.
  • If you are not a Black Person or a Black Group as defined in terms of the Prospectus.
  • If you make any fraudulent or untrue statements in your Application Form.
  • Your application will be rejected. Any funds you have paid will be refunded, without interest, within 90 days of the end of the Public Offer Closing Date. Please note that refunds are subject to applicants having complied with FICA and their account details being successfully verified.
  • If you misrepresent your BEE Status or commit any action which amounts to fronting, you run the risk of either being disqualified from participating in Khula Sizwe or, if Khula Sizwe Shares are allotted to you, of a Call Event arising with the result that you may be forced to sell your Khula Sizwe Shares at a discount of 50% to the Call Reference Price, depending on when the breach occurs and the circumstances in which it arose.

Yes, in the circumstances set out below, you can be forced to sell your Khula Sizwe shares:

  • You were a Black Group and you cease to continue to qualify as a Black Group during the Empowerment Period;
  • You misrepresented that you were a Black Group or a Black Person at the time of your application;
  • You are a Black Group, and, during the Empowerment Period, you cease to have at least the same level of Black ownership/membership/beneficiaries/participants that you had at the time of your application;
  • During the Empowerment Period, you dispose of your shares to a person or group that you know or reasonably should have known is not a Black Person or Black Group;
  • In the case of a Black Group, you are wound up;
  • In the case of a Black Person, you are sequestrated; and
  • In the event of a death – see FAQ: WHAT HAPPENS IF I DIE OR BECOME INSOLVENT DURING THE EMPOWERMENT PERIOD?
  • Black Groups must maintain the same or a higher BEE Status than they had at the time of their B-BBEE verification and must continue to qualify as a Black Group throughout the Empowerment Period.
  • Should a Black Group fail to maintain its BEE Status and/or status as a Black Group and fail to remedy this, this may result in their Khula Sizwe Shares being acquired by Khula Sizwe or its nominee at a discount of up to 50% of the Call Reference Price.
  • ln the event of the death of a Shareholder, the executor of the deceased Shareholder’s estate shall be entitled to transfer the relevant Shares to such Shareholder’s heir, provided that such heir is an eligible Shareholder or a verified Shareholder (as the case may be).
  • If the deceased Shareholder is an employee of the Barloworld Group and the heir is not an eligible Shareholder or a verified Shareholder (as the case may be), the heir and/or executor shall be permitted (and obligated) to:
  • transfer the relevant Shares to an eligible Shareholder or a verified Shareholder (as the case may be) within a period of 120 days from the date of death; or
  • transfer the relevant Shares to such Shareholder’s heir who shall be deemed to be an eligible Shareholder.
  • In the event that the deceased Shareholder’s executor fails to comply with these provisions, a Call Event shall arise, and your estate or trustee may be forced to sell your Khula Sizwe Shares to Khula Sizwe or its nominee at a 50% discount to the Call Reference Price, as prescribed in the Khula Sizwe MOI.
  • In the event of the death of a shareholder, member, participant and/or beneficiary of a Shareholder which held Shares as a Black Group, as a result of which the Shareholder fails to maintain its B-BBEE Status or no longer qualifies as a Black Group, then the Shareholder shall have a period of 120 days to remedy the breach caused by such death or to transfer the Shares held by it to an eligible Shareholder or a verified Shareholder (as the case may be).
  • In the event that the Shareholder fails to comply with these provisions or the breach caused by the death has not otherwise been remedied within 120 days from the date of the death in question, a Call Event shall arise and you may be forced to sell your Khula Sizwe Shares to Khula Sizwe or its nominee at a 50% discount to the Call Reference Price, as prescribed in the Khula Sizwe MOI.
  • In the event that a Shareholder which held Shares as a Black Group is involuntarily liquidated (whether provisionally or finally) and as a result of which it fails to maintain its B-BBEE Status or no longer qualifies as a Black Group, as the case may be, then the Shareholder (and/or its liquidator) shall have a period of 120 days to remedy the breach caused by such events or to transfer the Shares held by it to an eligible Shareholder or a verified Shareholder (as the case may be) unless the liquidation order is set aside within such 120 day period.
  • In the event that the Shareholder and/or its liquidator fails to comply with these provisions, a Call Event shall arise, and you may be forced to sell your Khula Sizwe Shares to Khula Sizwe or its nominee at a 50% discount to the Call Reference Price, as prescribed in the Khula Sizwe MOI.
  • No, you are not allowed to sell, dispose of or in any way transfer your shares during the Lock-in Period.
  • You can vote at the general meetings of Khula Sizwe.
  • You are entitled to one vote for every Khula Sizwe Share held.
  • Any Shareholder may at any time appoint any natural person, including a natural person who is not a Shareholder, as a proxy to participate in and speak and vote at a Shareholders’ meeting on behalf of the Shareholder.
  • Khula Sizwe will not permit a Khula Sizwe Share to be voted upon by the holder of a Beneficial Interest who does not hold a letter of representation from the registered holder. Having regard to this, Khula Sizwe will provide that the Custodian, as the registered holder of the Shares during the Lock-in Period, is available at all general meetings of the Company to issue such letters of representation immediately prior to the meeting. You will also be able to provide the Nominee with your voting instructions ahead of general meetings.
  • A dividend is a payment made by a company to its shareholders as a distribution of its assets or profits, if so decided by the directors of the company, taking into account (amongst others) the future cash requirements of the company.
  • Income earned by Khula Sizwe on the Properties will in the ordinary course be used firstly to pay or provide for permitted operational costs and expenses (including interest on the external loan) and tax liabilities of Khula Sizwe. Any balance of such income earned on the Properties held by Khula Sizwe will then be used to settle the capital outstanding on the third-party funding.
  • During the Empowerment Period, any excess cash flow, after providing for the above, will be used to acquire Barloworld Shares.
  • For more details, see the Prospectus.
  • Annual financial statements of Khula Sizwe will be made available to all Khula Sizwe Shareholders on its website, www.barloworldkhulasizwe.com, and this will indicate the performance of the Company in accordance with IFRS.
  • You can participate in the appointment of a Khula Sizwe Director by voting at annual general meetings of Khula Sizwe as described in the MOI Summary.
  • No, Khula Sizwe is not listed on any stock exchange. The Khula Sizwe Shares will not be listed during the Lock-in Period.
  • No application has been made for the listing of the Khula Sizwe Shares offered in terms of the Public Offer.

After the Lock-in Period, it is currently contemplated that the Khula Sizwe Shares be listed on a recognised stock exchange to facilitate trading between Black People and Black Groups during the remaining sixth to fifteenth year of the Empowerment Period.

  • There is no capital protection. Khula Sizwe will be subject to all the investment risks faced by ordinary shareholders of a company.
  • Barloworld is a South African founded company that specialises in the management of industrial brands.
  • The management of industrial brands ranges from Equipment (earth moving and power systems) to Automotive and Logistics (car rental, motor retail, fleet management, vehicle disposal solutions, transport and supply chain management).
  • Below are some of the brands that are managed and/or owned by Barloworld:

  • Below are some of the Original Equipment Manufacturers (OEM’s) whose products are distributed by Barloworld and through which Barloworld has a significant market share of the motor retail industry:

  • Khula Sizwe is a new black-owned property company that was established for the purpose of acquiring and leasing properties in the normal and ordinary course of business as a property holding and management company.
  • Barloworld has a number of properties that it uses for its operations. The majority of these properties will be sold to Khula Sizwe, who will have a top JSE-listed company (Barloworld) as its anchor tenant, providing it with predictable cash flows for at least 10 years.
  • Khula Sizwe is entitled to manage more properties outside of Barloworld.
  • The vision for Khula Sizwe is to be a large black owned property company.
  • Employees, Management and the black public will own shares in the property company.
  • Barloworld will be selling some of the properties it owns to Khula Sizwe (except for vacant land). These are commercial, industrial and retail properties that Barloworld owns throughout South Africa.
  • Barloworld will continue to occupy these properties as an anchor tenant for the next 10 years.
  • In this property-backed transaction, you own shares in Khula Sizwe, which owns properties that it will buy from Barloworld. Khula Sizwe will buy the properties using a combination of equity and debt. Khula Sizwe investors will rely on rental income from Barloworld (who will lease the properties for a guaranteed 10 years and escalates at 8% per annum) to reduce the debt. Value creation is reliant on debt reduction which is more predictable, with less reliance on the increase in the value of the properties.
  • If this was a share-based transaction, you would own a share directly / indirectly in Barloworld. The BEE investors would be relying on dividends (which are not guaranteed) from Barloworld to reduce the debt that was raised to purchase their share in the first instance. Value creation is largely reliant on an appreciation in the share price.

Investing in a property transaction lowers the risk of poor value creation for the shareholder due to the greater certainty of cashflows:

  • Barloworld is obligated to pay rent to Khula Sizwe for 10 years;
  • This rent will increase at 8% per annum;
  • The debt will continue to amortise from the rentals received;
  • In addition, the property value may appreciate.
  • Khula Sizwe will utilise all cash flows from rentals received towards debt service and operating expenses first. No dividends will be declared whilst Khula Sizwe still has debt.
  • Listing Khula Sizwe on the stock exchange creates a market place for your shares to be traded. Once the Lock-In period (five years) has expired, Khula Sizwe may be listed, allowing you to trade your shares with other black people until the end of the Empowerment Period.
  • Selling the properties was a strategic decision to unlock value. By selling the properties, Barloworld will receive cash from Khula Sizwe. The cash can then be applied to acquisitions, reducing debt or returning cash to shareholders.
  • In the first three years, no properties can be sold. Post this period, properties can be sold at the discretion of Khula Sizwe management. In the event that Khula Sizwe sells the properties prior to the end of the Empowerment Period (fifteen years), they will be required to offer Barloworld the opportunity to purchase the properties first. Barloworld has a ten-year lease, and their right of first refusal is in place until the end of this lease period.  If sold during the Empowerment Period, the excess cash (after paying any outstanding debt, expenses and taxes) will be applied to buying Barloworld shares.
  • The current guidance from government is that only unutilised land is targeted for expropriation without compensation. Vacant land has been specifically excluded from this transaction.

At the end of the 10-year lease period, the following alternatives are available:

  • Barloworld may extend the lease period (on some or all the properties) by a further five years. The extension will be at the then independently determined market related rental;
  • Khula Sizwe may, at its sole discretion, sell some or all the properties;
  • If Khula Sizwe chooses to sell the properties, Barloworld has a right of first refusal to acquire the properties;
  • The purchase price will be independently determined;
  • Were Barloworld to acquire (some or all of) the properties from Khula Sizwe, the transaction may be subject to any regulatory approvals at the time (which may include shareholder approval);
  • The transaction term is fifteen years, during which period Khula Sizwe is required to remain black owned.
  • The Black Public (South African Citizens who are African, Indian or Coloured) and Black groups (Groups that are at least 51% black owned) are eligible to participate in the transaction.
  • Minors who fall in these categories are also eligible to participate
  • The minimum requirement is R2 500 which will give you 250 Khula Sizwe shares.
  • Each Khula Sizwe share will cost R10.
  • Participating in the transaction will not give you ownership of any Barloworld shares. The minimum requirement of R2 500 will give you 250 shares in Khula Sizwe. Khula Sizwe is independent from Barloworld.
  • There is no maximum number of Khula Sizwe Shares that may be applied for.
  • Khula Sizwe retains the right to allocate the shares.
  • The public offer opens on 10 April 2019 and closes on 31 May 2019.

The application process includes the following steps:

    1. Complete an application available on www.barloworldkhulasizwe.com by selecting the Apply Now button to create an Investor Profile. Refer to FAQ: HOW CAN I COMPLETE AN APPLICATION? for more information on completing the application.
    2. You will receive your unique Investor Number (KS#) via SMS.
    3. Using your Investor Number (KS#) and your newly created password, login to the Investor Portal at barloworldkhulasizwe.co.za/login.
    4. You will need to complete your contact details, bank account details as well as accept the Terms & Conditions of the scheme.
    5. You will then be directed to upload supporting documentation.
    6. The supporting documents you submitted will go through a verification process (which may take up to 72 business hours from upload).
    7. Once your supporting documentation has been successfully verified, you will receive a SMS to complete payment. Payment should be completed via EFT; alternatively, a cash deposit to a maximum of R24,999 can be made at your local branch
    8. Your Investor Profile will be updated with the cash balance deposited. You will receive a SMS that your funds have been received and allocated
    9. Once the payment allocation process has been completed, your Investor Profile will be updated with the allocated shares and cash to be refunded (if any).

You can only apply using the following options:

  • Online: You can visit the website www.barloworldkhulasizwe.com to create an Investor Profile and complete the application online. After your Investor Profile has been created, you will be sent a SMS with a unique Investor Number (KS#) which must thereafter be used with respect to all communications with Khula Sizwe, as well as logging into the online Investor Portal; or
  • Call Centre: You can call the Call Centre on 0800 233 733 (toll free number) or email contact@barloworldkhulasizwe.com where an agent will assist you to create an Investor Profile and complete the application online. After your Investor Profile has been created, you will be sent a SMS with a unique Investor Number (KS#) which must thereafter be used with respect to all communications with Khula Sizwe, as well as logging into the online Investor Portal; or
  • Walk-In Centres: You can visit a Walk-In Centre located at the addresses listed below, where an agent will assist you in completing the application electronically and provide direction on how to submit the relevant supporting documents. After your Investor Profile has been created, you will be sent an SMS with a unique Investor Number (KS#) which must thereafter be used with respect to all communications with Khula Sizwe, as well as logging into the online Investor Portal.

Velocity Trade Cape Town:
200-on-Main, Main Road, Claremont,
Cape Town

Velocity Trade Johannesburg:
Corner Office Park, 2 Payne Road, Bryanston, Johannesburg

  • Barloworld is implementing two transactions simultaneously. The one transaction is the issue of 3% of Barloworld shares to the Barloworld Empowerment Foundation and the other is the sale of a portfolio of Barloworld properties to Khula Sizwe.
  • The black public is invited to participate in the ownership of the properties through Khula Sizwe.
  • The Lock-In period is five Years. During this period, investors will not be permitted to trade their shares. After five years, the shares may become listed on the BEE segment of a stock exchange and be tradeable.
  • The Empowerment Period is fifteen years. The Empowerment Period refers to the amount of time that Khula Sizwe is required to remain black. Once shares are tradeable after five years, they can only be traded amongst black people until year fifteen.
  • One of the key pillars in the design of the transaction is inclusivity, thus the inclusion of all staff, black and white in the Barloworld Employee Trust and the Barloworld Management Trust;
  • White people will not be permitted to participate in the public scheme;
  • A large component of the value of the transaction (in excess 90%) accrues to black people.
  • The ownership points are conferred under Statement 102 of the BEE Codes:
  • Statement 102 provides that: “a Seller (in this instance Barloworld) that has concluded a transaction involving a sale of Asset (in this instance sale of properties), Equity Instrument or Business of a separately identifiable related business, may claim the benefits provided for in this statement in its own Ownership scorecard.”
  • The future rental from a black owned company will furthermore confer procurement points for Barloworld.
  • An OTP is a One Time Pin that is sent from the website to your phone via SMS. This is used to validate your mobile number as well as ensure secure two-factor authentication access to the Investor Portal.
  • OTPs are valid for five minutes from when they are sent. If your OTP expires, there is a link on the registration form to regenerate a new one.
  • Visit barloworldkhulasizwe.co.za/login and select the Forgot investor number link. Follow the on-screen instructions to recover your unique Investor Number (KS#).

The OTP is used to verify that the mobile number you provided as part of your application is correct. We use SMS notifications for all updates and communications so it’s important to ensure that your mobile number has been provided correctly. 

 If you do not receive an OTP:

  • Ensure your phone is turned on and ready to receive notifications, then select the Resend OTP link on the Mobile Verification screen to resend an OTP.
  • You may have provided the incorrect number. You can press the Back button on the Mobile validation screen and confirm or re-enter your mobile number.

PENDING: If the status of your verification reads pending, this means that your documents have been submitted and will be reviewed by a verification agent. This can take up to 72 business hours from when it was submitted.

 REJECTED: If the status of your verification reads rejected, this means that the supporting documents have been reviewed by a verification agent and 1 or more documents have been rejected. Reasons for rejection can be any of the following; unreadable, blank, expired, does not match your details provided or not an acceptable form of supporting documentation. The verification agent will remove any rejected documents. You will then need to upload another document for verification.

 COMPLETED: If the status of your verification reads completed, this means that the supporting documents have been verified successfully. You will receive a SMS confirming this as well as instructions to make a payment.

Black Individuals

  • Copy of South African ID;
  • Proof of physical address; and
  • Proof of banking details (bank statement or confirmation letter on a bank letterhead)

Black Individuals Younger than 18 years old

  • Copy of birth certificate or South African ID;
  • Proof of physical address (or a declaration that the minor shares the same address as the guardian);
  • Proof of banking details in the minor’s name;
  • Copy of South African ID of guardian; and
  • Proof of physical address of guardian

Black Groups (Companies and Close Corporations) with a revenue less than R50 million per annum

  • Company registration documents;
  • Copies of South African ID document for all the directors / members of the group;
  • Proof of banking details;
  • Proof of physical address; and
  • An affidavit confirming the Black ownership percentage of the group and supporting documents for the Black Ownership

Black Group Representative(s)

  • ID Document
  • Proof of Address

 

Black Groups (Companies and Close Corporations) with revenue in excess of R50 million per annum or listed on a stock exchange:

  • Company registration documents;
  • Copies of South African ID document for all the directors / members of the group;
  • Proof of banking details;
  • Proof of physical address; and
  • BEE Ownership Certificate

Black Group Representative(s)

  • ID Document
  • Proof of Address

 

Black Groups (Stokvel’s and other unincorporated entities)

  • Copy of South African ID document for all the members of the group;
  • Proof of banking details;
  • Proof of physical address; and
  • BEE Ownership Certificate; or
  • An affidavit confirming the Black ownership percentage of the group and supporting documents for the Black Ownership

Black Group Representative(s)

  • ID Document
  • Proof of Address

Sole Proprietor

  • Certified copy of (i) valid South African green barcoded identity document, or (ii) valid South African identity card (smart card), or (iii) valid South African passport)

Company

  • Certificate of incorporation;
  • Certificate of change of name reflecting the current name of the company (if applicable);
  • Share register and share certificates;
  • Latest shareholders agreement and sale of shares agreement with any of the B-BBEE shareholders (if applicable); and
  • ID copies of at least 51% of the black shareholders

Close Corporation

  • CK1 (or CK2 if applicable);
  • Certificate of change of name reflecting the current name of the company (if applicable); and
  • Latest association agreement and sale of membership interest agreement with any of the B-BBEE members (if applicable)

Trusts

  • Trust deed;
  • Letter of authority issued by the Master of the High Court;
  • Letter from an independent third party confirming the percentage of black beneficiaries and black female beneficiaries; and
  • Representation from the Trustees to confirm the proportion of distributions towards black females, black designated groups and black new entrants

Partnerships

  • Partnership agreement

Non-profit Organisation

  • Constitution or founding document; and
  • Letter from an independent third party confirming the percentage of black beneficiaries and black female beneficiaries

Unincorporated Entities

  • Constitution or founding document;
  • List of members, including ID numbers; and

 Stokvels, Joint Ventures, Syndicates

  • ID copies of all black members

Your document(s) could fail to upload for any of the following reasons:

  • If they are not one of the following acceptable file formats; gif, jpeg, png, tiff, bmp, pdf.
  • If the document is larger than 10MB
  • If you are trying to upload more than 10 documents on the same day.

The Investor Portal could not be working for any of the following reason(s):

  • Your Internet connection might be too slow,
  • Your Internet browser might not be supported, or
  • The version of your Internet browser might be too old and needs to be updated.

The following Internet browsers and their versions are supported:

  • Google Chrome: Version 73.0.3683.103 or higher
  • Firefox: Version 66.0.3
  • Opera: Version 60.0.3255.70
  • Microsoft Edge: Version 44.17763.1.0
  • Safari for IOS: Version 12.1 (13607.1.40.14) or higher
  • Android: Version 4+

The following Internet browsers are not supported:

  • Internet Explorer
  • Opera Mini

See:HOW DO I FIND MY INTERNET SPEED AND VERSION OF MY INTERNET BROWSER?

The Login page might not be loading for any of the following reason(s):

  • Your Internet connection might be too slow,
  • Your Internet browser might not be supported, or
  • The version of your Internet browser might be too old and needs to be updated.

The following Internet browsers and their versions are supported:

  • Google Chrome: Version 73.0.3683.103 or higher
  • Firefox: Version 66.0.3
  • Opera: Version 60.0.3255.70
  • Microsoft Edge: Version 44.17763.1.0
  • Safari for IOS: Version 12.1 (13607.1.40.14) or higher
  • Android: Version 4+

The following Internet browsers are not supported:

  • Internet Explorer
  • Opera Mini

See: HOW DO I FIND MY INTERNET SPEED AND VERSION OF MY INTERNET BROWSER?

If you press the Apply Now button on the website and the page does not work, it could be that:

  • Your Internet connection might be too slow,
  • Your Internet browser might not be supported, or
  • The version of your Internet browser might be too old and needs to be updated.

The following Internet browsers and their versions are supported:

  • Google Chrome: Version 73.0.3683.103 or higher
  • Firefox: Version 66.0.3
  • Opera: Version 60.0.3255.70
  • Microsoft Edge: Version 44.17763.1.0
  • Safari for IOS: Version 12.1 (13607.1.40.14) or higher
  • Android: Version 4+

The following Internet browsers are not supported:

  • Internet Explorer
  • Opera Mini

See: HOW DO I FIND MY INTERNET SPEED AND VERSION OF MY INTERNET BROWSER?

You can find the version of your Internet browser using the following steps:

  1. Click the three dots located at the top, right side of your screen. This will provide you with a list of options to choose from.
  2. Click either the ‘Settings’ or ‘Help’ option. For some Internet browsers, it might be a ‘Tools’ button at the top of your screen.
  3. Click on the ‘About’ option. This will open a separate page in your Internet browser. The version number will be listed below the name of your Internet browser (below is an example of the version for Google Chrome).

You can determine your Internet Speed by following these steps below:

  1. Open your Internet browser, and search for Speedtest.net. This will open the SpeedTest website.
  2. Press the ‘Go’ button in the middle of the screen:

 

3.The SpeedTest website will now start calculating the speed of your Internet connection. This may take a few minutes. Once complete, your current Download and Upload speed in Mbps (Megabits per second) will be shown on the screen:

 

The minimum recommended Download speed that you will need is 2.00 Mbps. If your Download speed is less than 2.00 Mbps, try one of the following options:

  1. If you are connected to Wi-fi, switch off your Wi-fi connection so that your phone’s data is used.
  2. If you are using your phone’s data, try connecting to a secure Wi-fi connection.