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MSM - Massmart Holdings Limited - Results of the general meeting and scheme

Release Date: 17/01/2011 13:34
Code(s): MSM
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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 Supplied by www.sharenet.co.za 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.

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