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Ratio applicable to the Scrip Distribution
Massmart Holdings Limited
(Incorporated in the Republic of South Africa)
Company registration No. 1940/014066/06
JSE Code: MSM
ISIN: ZAE 000152617
("Massmart" or the "Company")
Ratio applicable to the Scrip Distribution
Shareholders are referred to the Company´s consolidated financial results for the 52 weeks ended
30 December 2018, published on the Stock Exchange News Service ("SENS") on Thursday, 28
February 2019, in which shareholders were advised of the Company´s declaration of a scrip
distribution of fully-paid Massmart ordinary shares of R0.01 each ("the Scrip Distribution") to
ordinary shareholders ("Shareholders") recorded in the register of the Company at the close of
business on the Record Date, being Friday, 29 March 2019 ("the Record Date").
Shareholders will, however, be entitled to elect to receive a cash dividend of 140 cents (“Cash
Dividend”) per ordinary share of R0.01 each held on the Record Date in respect of all or part of
their ordinary shareholding, instead of the Scrip Distribution.
A circular setting out the terms of the Scrip Distribution and Cash Dividend alternative, including
a Form of Election (and an Investor Letter for completion by US Investors only), was posted to
shareholders on Monday, 4 March 2019.
The Cash Dividend will be paid only to those:
- certificated Shareholders whose Forms of Election to receive the Cash Dividend, in
respect of all or part of their shareholding are received by the Transfer Secretaries on or
before 12h00 on Friday, 29 March 2019; and
- dematerialised Shareholders who have instructed their CSDP or broker accordingly and
in the manner and time stipulated in their agreement with such CSDP or broker.
The number of Scrip Distribution shares to which each Shareholder will become entitled pursuant
to the Scrip Distribution (to the extent that such Shareholder has not elected to receive the Cash
Dividend) will be determined by reference to such Shareholder´s ordinary shareholding in
Massmart (at the close of business on the Record Date) in relation to the ratio that 140 cents
bears to 8 895 cents, representing the volume weighted average price of an ordinary Massmart
share traded on the JSE during the 15-day trading period ending on Friday, 15 March 2019. The
ratio of Scrip Distribution shares to which each Shareholder will become entitled pursuant to the
Scrip Distribution (to the extent that such Shareholder has not elected to receive the Cash
Dividend) is therefore 1.57392 Scrip Distribution shares for every 100 ordinary shares held on the
Record Date.
Where the application of this ratio gives rise to a fraction of an ordinary share, such fraction will
be rounded down to the nearest whole number, resulting in allocations of whole ordinary shares
and a cash payment for the fraction. The applicable cash payment will be determined with
reference to the VWAP of an ordinary Massmart share traded on the JSE on Wednesday,
27 March 2019, (being the day on which an ordinary Massmart share begins trading `ex´ the
entitlement to receive the Scrip Distribution or the Cash Dividend alternative), discounted by 10%.
The applicable cash payment will be announced on SENS on Thursday, 28 March 2019.
Illustration of Scrip Distribution entitlement:
This illustration assumes that a Shareholder holds 100 ordinary shares at the close of business
on the Record Date and does not elect to receive the Cash Dividend in respect of all or part of
their shareholding.
New ordinary share entitlement =
100 x 140 cents
________________
8 895 cents
= 1.57392 new shares
(then apply the rounding provision described above so that where a Shareholder’s entitlement to
new Massmart Ordinary Shares calculated in accordance with the above formula gives rise to a
fraction of an ordinary share, such fraction will be rounded down to the nearest whole number,
resulting in allocations of whole Massmart Ordinary Shares and a cash payment for the fraction)
= 1 Scrip Distribution share in respect of the 100 ordinary shares held.
18 March 2019
Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd
Date: 18/03/2019 10:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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