| Wed 2 Feb 2011, 12:29 | | MSM - Massmart Holdings Limited - Result of court hearing to sanction scheme |
|
MSM
MSM
MSM - Massmart Holdings Limited - Result of court hearing to sanction scheme
Massmart Holdings Limited Wal-Mart Stores, Inc
(Incorporated in the Republic Incorporated in the State of Delaware
of South Africa) United States of America
Registration number Traded on the New York Stock Exchange
1940/014066/06 under the symbol "WMT"
Share code: MSM Acting through its indirect wholly-
ISIN: ZAE000029534 owned subsidiary
("Massmart") Main Street 830 (Proprietary) Limited
Registration number 2010/016839/07
("Walmart")
RESULT OF COURT HEARING TO SANCTION SCHEME
1. Introduction
Massmart shareholders are referred to the joint announcements published by
Massmart on 29 November 2010 and 17 January 2011 as well as the circular to
Massmart shareholders dated 9 December 2010 ("the Circular") regarding Walmart`s
offer to acquire 51 Massmart ordinary shares from each Massmart ordinary
shareholder (other than the excluded shareholders) for every 100 Massmart
ordinary shares held for a cash consideration of R148,00 per ordinary share by
way of a scheme of arrangement in terms of section 311 of the Companies Act (Act
61 of 1973), as amended ("the Scheme").
2. Result of Court hearing to sanction Scheme
Massmart shareholders are advised that on Tuesday, 1 February 2011, the South
Gauteng High Court (Johannesburg) ("the Court") sanctioned the Scheme, which
remains subject to the fulfilment of the conditions precedent set out in
paragraph 3 below.
3. Outstanding conditions precedent
Massmart shareholders are reminded that the Scheme is still subject to the
fulfilment of the following conditions precedent:
3.1 the receipt of the regulatory approvals from the relevant competition
authorities and the Financial Surveillance Department of the South African
Reserve Bank;
3.2 from 25 November 2010 until 17:00 on the business day immediately preceding
the finalisation date, no material adverse change has arisen and if
required by Walmart, Massmart certifying as at that date, by written notice
to Walmart that, to the best of Massmart`s knowledge and belief, no
material adverse change has arisen; and
3.3 a certified copy of the order of Court sanctioning the Scheme being
registered by the Companies and Intellectual Property Registration Office
which will be done once all of the other conditions precedent have been
fulfilled or, if applicable, waived.
4. Timetable
As a consequence of the regulatory conditions precedent set out in paragraph 3.1
still being outstanding, Massmart shareholders are advised that the important
dates and times set out in the announcement dated 29 November 2010 and the
Circular are no longer applicable. The revised important dates and times will
be released on SENS and published in the South African press as soon as they can
be determined having regard to the dates of the eventual fulfilment of the
conditions precedent.
Johannesburg
2 February 2011
Sponsor to Massmart
Deutsche Securities (SA) (Proprietary) Limited
Date: 02/02/2011 12:29:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
