Wrap Text
Results of the General Meeting of Massmart Shareholders
MASSMART HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1940/014066/06)
JSE Ordinary Share code: MSM
ISIN: ZAE000029534
("Massmart")
WALMART 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 OF MASSMART SHAREHOLDERS
Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear
the same meanings ascribed thereto in the combined circular to Massmart Shareholders dated
Thursday, 22 September 2022 (“Circular”).
1. INTRODUCTION
Shareholders are referred to the Circular regarding—
(i) an offer by Walmart to acquire the Massmart Shares, other than those Shares held by
Walmart and the Treasury Shares, by way of a scheme of arrangement in terms of
section 114(1) read with section 115 of the Companies Act, or if the Scheme fails to be
implemented in accordance with its terms, a Standby General Offer by Walmart to the
Shareholders in terms of section 117(1)(c)(v) of the Companies Act and paragraph
1.15(c) of section 1 of the Listings Requirements; and
(ii) the delisting of all the Massmart Shares from the main board of the JSE pursuant to the
implementation of the Scheme, or, if the Scheme fails to be implemented, pursuant to
the Delisting Resolution being approved and Standby General Offer being implemented,
unless the provisions of section 124 of the Companies Act are invoked by Walmart then
the delisting shall occur following the Standby General Offer being implemented.
Shareholders are advised that at the General Meeting held today, Friday, 21 October 2022,
convened to consider and approve the Scheme Resolution and the Delisting Resolution, all of
the resolutions tabled were approved by the requisite majority of Massmart Shareholders present
or represented by proxy and entitled to vote thereon.
2. RESULTS OF VOTING AT THE GENERAL MEETING
The total number of Massmart Shares voted in person or by proxy at the General Meeting
including abstentions was 56,678,646 representing 54.77% of Massmart’s issued shares that
were entitled to vote.
The voting results were as follows:
TOTAL MASSMART SHARES VOTED ABSTAIN
RESOLUTION NUMBER FOR AGAINST %
56,653,382 13,437
Special Resolution Number 1 56,666,819
being being 11827 being
Approval of the Scheme being
99.98% of 0.02% of 0.01% of the
Resolution in accordance with 54.76% of
the the Massmart
sections 114(1)(c) and 115(2)(a) of the
Massmart Massmart Shares
the Companies Act Massmart
Shares Shares entitled to
Shares
entitled to entitled to vote
entitled to
vote vote
vote
Ordinary Resolution Number 1 56,668,329
55,943,122 725,207 10,317 being
being
Approval for the Delisting Resolution in terms of paragraphs 1.15(a) and 1.16 of the Listingsin
being 98.72% being 1.28% 0.01% of the
accordance with paragraphs 1.15(a) 54.76% of
of the of the Massmart
and 1.16 of the Listing the
Massmart Massmart Shares
Requirements Massmart
Shares Shares entitled to
Shares
entitled to entitled to vote
entitled to
vote vote
vote
3. IMPLEMENTATION OF THE SCHEME
The Scheme remains subject to the fulfilment or waiver, as applicable, of the remaining Scheme
Conditions, as set out in the Circular. Shareholders will be provided with a further update in due
course.
4. SALIENT DATES AND TIMES
Shareholders are referred to the salient dates and times included in the Circular. The remaining
salient dates and times are also set out below:
If the Scheme is approved at the General Meeting:
Last day for Ordinary Shareholders who have voted against the Friday, 28 October 2022
Scheme to require Massmart to seek Court approval for the
Scheme in terms of section 115(3)(a) of the Companies Act if the
Scheme is approved by Eligible Shareholders at the General
Meeting but the Scheme Resolution was opposed by at least 15%
of the voting rights that were exercised on the Scheme Resolution
at the General Meeting (where applicable) on
Last day for Ordinary Shareholders who have voted against the Friday, 4 November 2022
Scheme to be granted leave by a Court to apply for a review of the
Scheme in terms of section 115(3)(b) of the Companies Act if the
Scheme Resolution is approved by Eligible Shareholders at the
General Meeting (where applicable) on
Last day for Massmart to give notice of adoption of the Scheme Friday, 4 November 2022
Resolution approving the Scheme in terms of section 164(4) of the
Companies Act to Dissenting Shareholders in accordance with
section 164 of the Companies Act on
If the Scheme becomes unconditional (the following dates assume that no Court
approval or review of the Scheme is required and will be confirmed in the finalisation
announcement if the Scheme becomes unconditional):
Expected finalisation announcement with regard to the Scheme Friday, 4 November 2022
published on SENS (assuming no Ordinary Shareholder exercises
their right in terms of section 115(3)(a) or section 115(3)(b) of the
Companies Act) on or about
Expected finalisation announcement published in the South African Monday, 7 November
press on or about 2022
Expected last day to trade in Ordinary Shares on the JSE in order Tuesday, 15 November
to participate in the Scheme on or about 2022
Expected suspension of the listing of the Ordinary Shares at the Wednesday, 16
commencement of trade on the JSE on or about November 2022
Expected Scheme Record Date, being the date on which Ordinary Friday, 18 November
Shareholders must be recorded in the Register to participate in the 2022
Scheme, by close of trade on or about
Expected Scheme Implementation Date on or about Monday, 21 November
2022
Scheme Consideration expected to be sent by EFT to Scheme Monday, 21 November
Participants who are Certificated Shareholders and who have 2022
lodged their Form of Surrender and Transfer with the Transfer
Secretary on or prior to 12:00 on the Scheme Record Date, on or
about
Dematerialised Scheme Participants expected to have their Monday, 21 November
accounts with their Broker or CSDP credited with the Scheme 2022
Consideration on or about
Expected date for the termination of listing of the Ordinary Shares Tuesday, 22 November
in terms of the Scheme at commencement of trade on the JSE on 2022
or about
If the Scheme does not become unconditional and the Standby General Offer is
implemented:
Expected finalisation announcement published on SENS on Friday, 21 October 2022
Expected Standby General Offer opening date on Monday, 24 October
2022
Expected last day to trade to take up the Standby General Offer on Tuesday, 1 November
2022
Expected suspension of the listing of the Ordinary Shares at the Wednesday, 2 November
commencement of trade on the JSE on or about 2022
Expected Standby General Offer Record Date on Friday, 4 November 2022
Expected General Offer Closing Date on (forms to be submitted by Friday, 4 November 2022
12:00)
Last date on which Standby General Offer Participants are Monday, 7 November
expected to have their accounts with their Broker or CSDP credited 2022
with the Standby General Offer Consideration on or about
Expected last Standby General Offer payment date on Monday, 7 November
2022
Expected termination of the listing of the Massmart Shares at Tuesday, 8 November
commencement of trade on the JSE on 2022
Notes:
1. The above dates and times may be amended by Massmart and Walmart (subject to the approval of
the JSE and/or the TRP, if required). The dates have been determined based on certain assumptions
regarding the date by which certain Ordinary Shareholder and regulatory approvals will be obtained
and that no Court approval or review of the Scheme Resolution will be required.
2. Any change in the dates and times will be published on SENS.
3. All dates and times quoted in this document are South African dates and times.
4. If any Ordinary Shareholder who votes against the Scheme Resolution exercises its rights in terms of
section 115(3)(b) of the Companies Act and applies to Court for a review of the Scheme, the dates and
times set out above will need to be amended. Ordinary Shareholders will be notified separately of the
applicable dates and times under this process.
5. For the purpose of being eligible to participate in the (i) Standby General Offer, no Dematerialisation
or re-materialisation of the Ordinary Shares may take place after Tuesday, 1 November 2022 or (ii)
Scheme, no Dematerialisation or re-materialisation of the Ordinary Shares may take place after
Tuesday, 15 November 2022.
6. The date of payment of the Scheme Consideration is expected to be Monday, 21 November 2022 in
respect of Dematerialised Shareholders and in accordance with paragraph 10.4.2 of the Circular in
respect of Certificated Shareholders.
7. Ordinary Shareholders should note that the Court is open during the December holiday period to accept
applications and notices in terms of sections 115 and 164 of the Companies Act.
5. RESPONSIBILITY STATEMENTS
The Massmart Board and Massmart Independent Board
The Massmart Board and the Massmart Independent Board (to the extent that the information
relates to Massmart) collectively and individually accept responsibility for the information
contained in this announcement and certify that, to the best of their knowledge and belief, the
information contained in this announcement relating to Massmart is true and this announcement
does not omit anything that is likely to affect the importance of such information.
Walmart
Walmart (to the extent that the information relates to Walmart) accepts responsibility for the
information contained in this announcement and certifies that, to the best of its knowledge and
belief, the information contained in this announcement relating to Walmart is true and this
announcement does not omit anything that is likely to affect the importance of such information.
Johannesburg
Friday, 21 October 2022
Financial Advisor and Transaction Sponsor to Massmart
The Standard Bank of South Africa Limited
Legal and Tax Advisor to Massmart
ENSafrica
Financial Advisor to Walmart
Goldman Sachs International
Legal and Tax Advisor to Walmart
Webber Wentzel
Independent Expert to Massmart
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Date: 21-10-2022 01:57:00
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.
Sharenet Sites 
