| Mon 17 Jan 2011, 13:34 | | MSM - Massmart Holdings Limited - Results of the general meeting and scheme |
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MSM
MSM
MSM - Massmart Holdings Limited - Results of the general meeting and scheme
meeting
Massmart Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1940/014066/06
Share code: MSM
ISIN: ZAE000029534
("Massmart")
Wal-Mart Stores, Inc
Incorporated in the State of Delaware United States of America
Traded on the New York Stock Exchange under the symbol "WMT"
Acting through its indirect wholly-owned subsidiary
Main Street 830 (Proprietary) Limited
Registration number 2010/016839/07
("Walmart")
RESULTS OF THE GENERAL MEETING AND SCHEME MEETING
1. Introduction
Massmart shareholders are referred to the joint announcement dated 29 November
2010 and the circular to Massmart shareholders dated 9 December 2010 ("the
Circular") regarding Walmart`s offer to acquire 51% of the ordinary share
capital of Massmart for a cash consideration of R148,00 per ordinary share
("the Offer"). Massmart shareholders are reminded that the Offer is being
effected through four inter-conditional offers in respect of:
- 51% of the total issued ordinary share capital of Massmart ("Massmart
ordinary shares"), being 51 out of every 100 Massmart ordinary shares
held (subject to rounding), by way of a scheme of arrangement proposed by
Walmart between Massmart and the holders of Massmart ordinary shares
("the Scheme") but specifically excluding any Massmart ordinary shares
beneficially owned by:
- the Massmart Holdings Limited Employee Share Trust ("Employee Share
Trust");
- the holders of options under the Employee Share Trust as a consequence of
the implementation of the provisions of the ESOP Addendum, as defined in
the Circular (being the Massmart ordinary shares resulting from the
exercise of 51% of both vested and unvested options) ("the ESOP Shares");
- the beneficiaries of the Thuthukani Empowerment Trust ("the Thuthukani
Beneficiaries") as a consequence of the implementation of the provisions
of the Thuthukani Addendum, as defined in the Circular (being the
Massmart ordinary shares resulting from the deemed election to accelerate
51% of the vested and unvested allocation balance of the Thuthukani
Beneficiaries) ("the Thuthukani Shares"); and
- the beneficiaries of the Black Scarce Skills Trust ("the BSST
Beneficiaries") as a consequence of the implementation of the provisions
of the BSST Addendum, as defined in the Circular (being the Massmart
ordinary shares resulting from the exercise of 51% of the vested and
unvested allocation balance of the BSST Beneficiaries) ("the BSST
Shares"); (collectively "the Excluded Shares"); and
- all of the ESOP Shares, the Thuthukani Shares and the BSST Shares by way
of three private treaty agreements.
2. Results of the general meeting
Massmart shareholders are advised that at the general meeting, convened in
terms of the notice of general meeting contained in the Circular, held on
Monday, 17 January 2011, all the ordinary resolutions set out in the Circular
were passed by the requisite majority of Massmart shareholders.
3. Results of the Scheme meeting
Massmart shareholders are further advised that at the Scheme meeting, convened
in terms of the notice of Scheme meeting contained in the Circular, held on
Monday, 17 January 2011, Massmart ordinary shareholders (other than the
holders of Excluded Shares) recorded in the Massmart ordinary share register
as such on the voting record date (as defined in the Circular) ("Scheme
Members"), either in person or represented by proxy and holding 159,655,554
Massmart ordinary shares voted in favour of the Scheme, which represented
97.6708% of the total number of votes capable of being exercised by the Scheme
Members present and voting either in person or by proxy at the Scheme meeting.
As a result, the Scheme was approved by the requisite majority of votes of
Scheme Members.
It is expected that application will be made to the South Gauteng High Court,
Johannesburg ("the Court") on Tuesday, 1 February 2011 at 10:00 or as soon
thereafter as Counsel may be heard for the sanctioning of the Scheme, subject
to the fulfilment (or if applicable waiver) of the conditions set out below.
The Court is located at the High Court Building, Von Brandis Square, corner
Pritchard and Von Brandis Streets, Johannesburg.
4. Outstanding conditions precedent to which the Offer is subject
The implementation of the Scheme remains subject to the fulfilment or, where
applicable, waiver of the following conditions precedent:
- the receipt of all regulatory approvals required to implement the Scheme
having been granted or deemed to have been granted;
- no material adverse change (as defined in the Circular) having arisen in
the business of Massmart prior to 17h00 (SA time) on the business day
immediately preceding the finalisation date of the Scheme;
- where necessary, the consent for the Offer being obtained from the
relevant counterparties to certain key contracts, as identified by
Walmart during its due diligence review of Massmart;
- the ESOP Addendum, the Thuthukani Addendum and the BSST Addendum becoming
unconditional, save for any condition referring to the Scheme becoming
unconditional;
- the private treaty agreements between Walmart and the trustees of the
Employee Share Trust, Thuthukani Empowerment Trust and the Black Scarce
Skills Trust becoming unconditional, save for any condition referring to
the Scheme becoming unconditional;
- the intercompany agreements between Massmart and Walmart having been
entered into by all parties;
- the Scheme being sanctioned by the Court; and
- the Order of Court sanctioning the Scheme being registered by the
Companies and Intellectual Property Registration Office.
5. Chairman`s report
Copies of the Chairman`s report on the Scheme meeting will be available to
Massmart shareholders on request, free of charge, from Wednesday, 19 January
2011, during normal business hours, at the registered office of Massmart,
being Massmart House, 16 Peltier Drive, Sunninghill Extension 6, Sandton,
2191, until the date on which application is made to the Court to sanction the
Scheme, which is expected to be Tuesday, 1 February 2011.
6. Further announcement
A further announcement regarding the results of the Court hearing and the
final important dates and times for the Scheme will be released on SENS and
published in the South African press after the Court hearing.
Johannesburg
17 January 2011
Joint Financial Advisors to Legal Advisor to Massmart
Massmart Edward Nathan Sonnenbergs
Deutsche Bank
Goldman Sachs International
Sponsor to Massmart Communications Advisor to
Deutsche Securities (SA) (Pty) Massmart
Limited Brunswick
Independent Financial Advisor to Independent Reporting
the Massmart board Accountants to Massmart
Morgan Stanley South Africa (Pty) Deloitte & Touche
Limited Registered Auditors
Joint Financial Advisors to Walmart Legal Advisor and Joint Tax
Rothschild Advisor to Walmart
JPMorgan Webber Wentzel
Joint Tax Advisor to Walmart
Ernst & Young
ADDITIONAL INFORMATION
Deutsche Securities (SA) (Proprietary) Limited, a non banking member of the
Deutsche Bank Group ("Deutsche Bank") is acting for Massmart and no one else
in connection with the Offer and will not be responsible to anyone other than
Massmart for providing the protections afforded to clients of Deutsche Bank or
for providing advice in relation to the Offer.
Goldman Sachs International, acting through its Johannesburg branch, which is
authorised and regulated in the United Kingdom by the Financial Services
Authority and authorised in the Republic of South Africa by the Financial
Services Board, is acting for Massmart and no one else in connection with the
transaction referred to herein and will not be responsible to any person other
than Massmart for providing the protections afforded to clients of Goldman
Sachs International or for advising any other person in relation to such
transaction or any agreement or transaction referred to in this document.
Morgan Stanley South Africa (Pty) Limited ("Morgan Stanley") is acting as
independent financial advisor to Massmart and no one else in connection with
the Offer and will not be responsible to anyone other than Massmart for
providing the protections afforded to the clients of Morgan Stanley South
Africa (Pty) Limited nor for providing advice in relation to the Offer, the
contents of this announcement or any other matter referred to herein.
N M Rothschild & Sons (South Africa) (Proprietary) Limited ("Rothschild") and
J.P. Morgan Securities LLC, acting directly and through its affiliate JPMorgan
Chase Bank N.A., Johannesburg branch (collectively "JPMorgan") are acting as
financial advisors to Walmart and no one else in connection with the Offer and
will not be responsible to anyone other than the Board of Directors and Senior
Management of Walmart for providing the protections afforded to clients of
Rothschild and JPMorgan in connection with the Offer or for providing advice
in relation to the Offer.
Date: 17/01/2011 13:34:01 Produced by the JSE SENS Department.
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