| Wed 1 Jun 2011, 7:31 | | MSM - Massmart Holdings Limited - Competition Tribunal ruling and finalisation |
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MSM
MSM
MSM - Massmart Holdings Limited - Competition Tribunal ruling and finalisation
date announcement
Massmart Holdings Limited Wal-Mart Stores, Inc
(Incorporated in the Republic of Incorporated in the State of Delaware
South Africa) United States of America
Registration number 1940/014066/06 Traded on the New York Stock Exchange
Share code: MSM under the symbol "WMT"
ISIN: ZAE000029534 Acting through its indirect wholly-
("Massmart") owned subsidiary
Main Street 830 (Proprietary) Limited
Registration number 2010/016839/07
("Walmart")
COMPETITION TRIBUNAL RULING AND FINALISATION DATE ANNOUNCEMENT
1. Introduction
Massmart shareholders are referred to the joint announcements previously
published by Massmart and Walmart as well as the circular to Massmart
shareholders dated 9 December 2010 ("Scheme 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 Companies Act, 1973") ("the Scheme"). On 2
February 2011, Massmart shareholders were advised that the Scheme had been
sanctioned by the South Gauteng High Court (Johannesburg) on Tuesday, 1
February 2011.
Massmart and Walmart are pleased to announce that the Competition Tribunal of
South Africa ("the Tribunal") has conditionally approved the Scheme on 31 May
2011. Walmart has considered the Tribunal`s ruling and conditions thereto and
has elected to accept such conditions for the purposes of implementing the
Scheme.
The Tribunal has approved the Scheme subject to the following conditions:
* The merged entity must ensure that there are no retrenchments, based on
the merged entity`s operational requirements in South Africa, resulting
from the merger, for a period of two (2) years from the effective date
of the transaction.
* The merged entity must, when employment opportunities become available
within the merged entity, give preference to the re-employment of the
503 Massdiscounters employees that were retrenched during June 2010 and
must take into account those employees` years of service in the Massmart
Group.
* The merged entity must honour existing labour agreements and must
continue to honour the current practice of the Massmart Group not to
challenge SACCAWU`s current position, as the largest representative
union within the merged entity, to represent the bargaining units, for
at least three (3) years from the effective date of the transaction.
* The merged entity must establish a programme aimed exclusively at the
development and training of local South African suppliers, including
SMMEs, funded in a fixed amount of R100 million to be contributed by the
merged entity and expended within three (3) years from the effective
date of the order.
The Tribunal`s decision and press statement are available on Massmart`s
website at http://www.massmart.co.za. The non-confidential Tribunal`s full
decision and conditions thereto will be published on Massmart`s website at
http://www.massmart.co.za on or about 29 June 2011.
2. Registration of order of court
Massmart shareholders are advised that in light of unforeseen delays in the
competition approval process and in order to avoid potential further delays
with the coming into effect of the Companies Act, 71 of 2008, as amended,
Massmart and Walmart agreed, in accordance with the provisions of paragraph
15.7 on page 51 of the Scheme circular, to amend the date and time of lodging
the CM18 forms and the court order sanctioning the Scheme with the Registrar
of Companies in South Africa ("Registrar") for registration in terms of
section 311(6) of the Companies Act, 1973. Accordingly, the CM18 forms and
court order sanctioning the Scheme were lodged and registered with the
Registrar prior to 1 May 2011 and prior to the fulfilment of the outstanding
suspensive conditions, being receipt of regulatory approval from the
competition authorities and the condition as set out in paragraph 5.3 on page
45 of the Scheme circular relating to no material adverse change which was
fulfilled as at 17h00 on 30 May 2011.
3. Fulfilment of conditions precedent
Massmart shareholders are advised that following the Tribunal`s ruling and
acceptance of the conditions thereto by Walmart, all conditions precedent have
therefore been met and the Scheme is now unconditional.
4. Final salient dates and times
The final salient dates and times applicable to the Scheme are set out below:
2011
Last day to trade Massmart ordinary shares on the Thursday, 9 June
JSE in order to be recorded in the share register
on the Scheme record date
Massmart ordinary shares trade "ex" the Scheme Friday, 10 June
consideration under a new ISIN ZAE000152617. The
Massmart JSE share code and abbreviated name will
remain the same.
Scheme record date to determine participation in Friday, 17 June
the Scheme at 17:00
Operative date of the Scheme, from the Monday, 20 June
commencement of business on
Date from which the Scheme consideration will be Monday, 20 June
made available to certificated Scheme participants
(if the duly completed form of surrender and
transfer and the documents of title are received
by the transfer secretaries on or prior to 12:00
on the Scheme record date, or failing that, within
5 business days of receipt of the duly completed
form of surrender and transfer and relevant
documents of title by the transfer secretaries)
Certificated shareholders will have their Monday, 20 June
replacement share certificates posted on, or
within 5 business days (provided the old share
certificates have been surrendered by 12:00 on the
Scheme record date) after
Dematerialised Scheme participants will have their Monday, 20 June
accounts held at their CSDP or broker credited
with the Scheme consideration and updated with the
balance of their Massmart ordinary shares on the
operative date
Notes:
1. All times indicated above are South African times.
2. In order to be recorded in the register on the Scheme record date
no dematerialisation or rematerialisation of Massmart ordinary
shares will take place after the last day to trade for the Scheme,
being Thursday, 9 June 2011. Replacement share certificates
(reflecting the new Massmart ISIN ZAE000152617) may be
dematerialised or rematerialised after Monday, 20 June 2011.
3. Certificated Scheme participants are required to complete their
respective form of surrender and transfer (which was enclosed in
the Scheme circular) to be received by the transfer secretaries by
the Scheme record date, being Friday, 17 June 2011.
4. Share certificates issued prior to Thursday, 9 June 2011 under the
old ISIN ZAE000029534 may not be dematerialised or rematerialised
after Thursday, 9 June 2011.
For media enquiries:
Brunswick
Tel: +2711 502 7300
Rob Pinker (Managing Partner)
Tel: +2783 326 7794
Cecilia de Almeida (Director)
Tel: +2783 325 9169
Johannesburg
1 June 2011
Sponsor to Massmart
Deutsche Securities (SA) (Proprietary) Limited
Legal advisors to Massmart
Edward Nathan Sonnenbergs
Communications advisors to Massmart
Brunswick
Legal advisors to Walmart
Webber Wentzel Attorneys
Date: 01/06/2011 07:31:34 Produced by the JSE SENS Department.
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