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MSM - Massmart - Notice of Scheme Meeting
Massmart Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1940/014066/06
Share code: MSM
ISIN: ZAE000029534
("Massmart" or "the Company")
NOTICE OF SCHEME MEETING
IN THE SOUTH GAUTENG HIGH COURT,
JOHANNESBURG Case Number: 2010/ 48795
Before the Honourable Judge Moshidi
In the ex parte application of:
MASSMART HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1940/014066/06)
Under authority of an order of the South Gauteng High Court, Johannesburg
("Court") issued in the above matter on 7 December 2010, this notice serves to
convene a meeting ("scheme meeting") of all the ordinary shareholders of the
Applicant (other than the excluded shareholders as defined in the Circular (as
defined below), such excluded shareholders being the holders of, collectively,
Massmart ordinary shares beneficially owned by (i) beneficiaries of the
Thuthukani Trust as a result of the implementation of the provisions of the
Thuthukani Trust Addendum (ii) beneficiaries of the BSS Trust as a result of the
implementation of the provisions of the BSS Trust Addendum (iii) ESOP option
holders who hold Massmart ordinary shares as a result of the implementation of
the provisions of the ESOP Addendum and (iv) the Employee Share Scheme, on the
voting record date).
The scheme meeting is to be held on Monday, 17 January 2011 (or any other
adjourned or postponed time or date determined or directed by the Chairperson of
the scheme meeting) at 10:30 or 10 (ten) minutes after the conclusion,
adjournment or postponement of the general meeting of the Applicant which
precedes the scheme meeting, whichever is the later, at the registered office of
the Applicant, which registered office is situated at 16 Peltier Drive,
Sunninghill Extension 6, Sandton, 2191, under the chairmanship of Adv Azhar Bham
SC or failing him Advocate J Blou SC (both holding chambers for all relevant
purposes at 2nd Floor, Rex Welsh House, Sandown Village, corner Maude Street and
Gwen Lane, Sandown) ("chairperson").
The purpose of the scheme meeting is to consider and, if deemed fit, to approve
(with or without modification) a scheme of arrangement ("scheme") in terms of
section 311 of the Companies Act, 1973 ("Companies Act"), proposed by Wal-Mart
Stores, Inc acting through its indirect wholly-owned subsidiary, Main Street 830
(Proprietary) Limited ("Walmart") between the Applicant and the ordinary
shareholders of the Applicant (other than the holders of certain categories of
ordinary shares which are detailed in the Circular, as defined below),
registered as such on the scheme record date which is expected to be on Friday,
18 February 2011 ("scheme participants").
The basic characteristic of the scheme is that, subject to the fulfilment or
waiver of the conditions precedent to which the scheme is subject Walmart will
acquire 51 (fifty one) Massmart ordinary shares from each Massmart ordinary
shareholder (other than the excluded shareholders) for every 100 (one hundred)
Massmart ordinary shares held for the scheme consideration (of R148.00 (one
hundred and forty eight Rand) per Massmart ordinary share) which is payable on
the operative date of the scheme, which date is expected to be on Monday, 21
February 2011.
Copies of this notice, the form of proxy to be used at the scheme meeting or any
adjourned scheme meeting, the scheme, the explanatory statement in terms of
section 312(i)(a)(i) of the Companies Act explaining the scheme and the order of
Court authorising the convening of the scheme meeting, may be inspected or
obtained, free of charge, during normal business hours, at any time prior to the
scheme meeting (or any adjournment thereof), at the registered office of the
Applicant, being 16 Peltier Drive, Sunninghill Extension 6, Sandton, 2191 and at
the offices of the joint financial advisers to the Applicant, being Deutsche
Bank,
3 Exchange Square, 87 Maude Street, Sandton, 2196 and Goldman Sachs
International, 13th Floor, The Forum, 2 Maude Street, Sandton, 2196.
Scheme members who hold certificated ordinary shares in the Applicant and scheme
members who hold dematerialized ordinary shares in the Applicant through a CSDP
or broker in "own-name" registration form, may attend, speak and vote in person
at the scheme meeting or any adjourned meeting, or may appoint 1 (one) (or more)
proxies (who need not be shareholders of the Applicant) to attend, speak and
vote at the scheme meeting in the place of such scheme members. Forms of proxy
for this purpose are included in the circular which has been posted to all
ordinary shareholders of the Applicant at their addresses as recorded in the
register of members of the Applicant at 17:00 on a date not more than 4 (four)
business days before the date of such posting (the "Circular"). Properly
completed forms of proxy must be lodged with or posted to the registered office
of the Company to be received by no later than 10:30 on Friday, 14 January 2011,
or handed to the chairperson no later than 10 (ten) minutes before the scheme
meeting or adjourned or postponed scheme meeting is due to commence or
recommence. Notwithstanding the aforegoing, the chairperson may approve in his
discretion the use of any other form of proxy.
Scheme members who hold dematerialized ordinary shares in the Applicant through
a CSDP or broker and not in "own-name" registration form should timeously inform
their nominees, CSDPs or brokers, as the case may be, to issue them with the
necessary letter of representation to attend the scheme meeting (or adjournment
thereof) or should they not wish to attend the scheme meeting (or adjournment
thereof) in person, to timeously provide their nominees, CSDPs or brokers, as
the case may be, with their voting instructions in order for their votes to be
represented at the scheme meeting (or adjournment thereof).
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the scheme meeting (or adjournment thereof) in respect
of such ordinary shares as if such joint holder was solely entitled thereto, but
if more than one such joint holder is present or represented at the scheme
meeting (or adjournment thereof), that one of the said persons whose name
appears first in the Applicant`s share register or their proxy, as the case may
be, will alone be entitled to vote in respect thereof.
In terms of the aforementioned order of Court, the chairperson must report the
results of the scheme meeting to the above Honourable Court on Tuesday, 1
February 2011 at 10:00 or as soon thereafter as Counsel may be heard. A copy of
the chairperson`s report to the Court will be available on request to any scheme
member, free of charge, at the registered office of the Applicant during normal
business hours at least 7 (seven) calendar days prior to the date fixed by the
Court for the chairperson to report back to it.
Any changes to the above dates and times will be announced on SENS and published
in the South African press.
Advocate Azhar Bham SC
Chairperson of the scheme meeting
Applicant`s Attorneys
Edward Nathan Sonnenbergs Inc
150 West Street Sandton, 2196
Tel: 011 269 7709 Fax: 011 269 7899
Ref: S Lewis/ M G Morrison/J Haydock
Date: 09/12/2010 07:05:47 Supplied by www.sharenet.co.za
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