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Mon 27 Sep 2010, 7:30 MSM - Massmart Holdings Limited - Cautionary Announcement
MSM
MSM                                                                             
MSM - Massmart Holdings Limited - Cautionary Announcement                       
Massmart Holdings Limited                                                       
(Incorporated in the Republic of South Africa)                                  
Registration number 1940/014066/06                                              
Share code: MSM                                                                 
ISIN: ZAE000029534                                                              
("Massmart" or "the Company")                                                   
CAUTIONARY ANNOUNCEMENT                                                         
Shareholders are advised that the Company has received a non-binding proposal   
from Wal-Mart Stores, Inc, (`Walmart`) which could lead to Walmart making a cash
offer to acquire the entire issued share capital of the Company for a price of  
ZAR148 per share (`the Proposed Offer`). In the event that a firm offer is      
received the board of directors of Massmart will obtain an independent opinion  
and express a view on the firm offer to shareholders.                           
The making of the Proposed Offer is subject to a number of pre-conditions       
including, inter alia, due diligence, which will commence immediately. In order 
to satisfy these pre-conditions, a period of exclusivity has been granted by    
Massmart to Walmart. A reciprocal period of exclusivity has been granted by     
Walmart to Massmart. Shareholders are advised that there can be no certainty    
that these discussions will lead to a formal offer being made.                  
The Proposed Offer may have a material effect on the price of the Company`s     
securities. Accordingly, shareholders are advised to exercise caution when      
dealing in the securities of the Company until a further announcement is made.  
Shareholders will be updated at the time of renewal of the cautionary           
announcement, as required in terms of the JSE Listings Requirements, which will 
be on 8 November 2010.                                                          
Information on Walmart:                                                         
Walmart serves customers and members more than 200 million times per week at    
more than 8,613 retail units under 55 different banners in 15 countries. With   
fiscal year 2010 sales of $405 billion, Walmart employs more than 2 million     
associates worldwide. A leader in sustainability, corporate philanthropy and    
employment opportunity, Walmart ranked first among retailers in Fortune         
Magazine`s 2010 Most Admired Companies survey.                                  
Additional information about Walmart can be found by visiting                   
www.walmartstores.com.                                                          
Information on Massmart:                                                        
Massmart is a managed portfolio of four divisions, each focused on high-volume, 
low-margin, low-cost distribution of mainly branded consumer goods for cash, in 
14 countries in sub-Saharan Africa, comprising 288 stores. The Company is the   
third largest distributor of consumer goods in Africa, the leading retailer of  
general merchanise, liquor and home improvement equipment and supplies, and the 
leading wholesaler of basic foods. Massmart has a market capitalisation of      
approximately R27.2 billion and 201.5 million ordinary shares in issue.         
Approximately 72% of Massmart`s ordinary shares are foreign owned.              
For media enquiries:                                                            
Brunswick:                                                                      
Tel: +27 11 502 7300                                                            
Rob Pinker (Managing Partner)                                                   
Tel: +27 83 326 7794                                                            
Cecilia de Almeida (Director)                                                   
Tel: +27 83 325 9169                                                            
Johannesburg                                                                    
27 September 2010                                                               
Financial advisors to Massmart:                                                 
Deutsche Bank                                                                   
Goldman Sachs International                                                     
Sponsor to Massmart:                                                            
Deutsche Securities (SA) (Proprietary) Limited                                  
Legal advisors to Massmart:                                                     
Edward Nathan Sonnenbergs                                                       
Communications advisors to Massmart:                                            
Brunswick                                                                       
Date: 27/09/2010 07:30:01 Produced by the JSE SENS Department.                  
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