Online Annual Report 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insight
Initial appointment dates of directors standing for re-election
 
MD Brand 25 Feb 2003
ZL Combi 25 Feb 2003
GRC Hayward 15 May 2001
JC Hodkinson 25 August 2004
P Maw 25 Feb 2003

 

Further reading
Biographical details of these directors can be found here
MASSMART AT A GLANCE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Definition
"related party " means
  • a material shareholder
  • any person that is, or within the 12 months preceding the date of the transaction was, a director of the issuer or of any subsidiary of its holding company
  • any advisor to the issuer that has, or within the 12 months preceding the date of the transaction had, a beneficial interest, whether direct or indirect, in the listed company or any of its associates
  • any person that is, or within the 12 months preceding the date of the transaction was, a principal executive officer of the issuer, by whatever position he may be, or may have been, designated and whether or not he is, or was, a director
  • the asset manager or management company of a property entity including anyone whose assets they manage or administer
  • the controlling shareholder of the above asset manager/management company
  • an associate of any of the persons mentioned above

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insight
Buybacks
 
Date No of shares Share price Total transaction value (Rm)
21-Aug-08 104,503 80.63 8.5
22--Aug-08 195,497 80.07 15.7
20-Nov-08 26,820 79.87 2.2
21-Nov-08 20,498 79.98 1.6
24-Nov-08 87,799 78.94 7.0
25-Nov-08 164,883 79.99 13.3
27-Nov-08 100,000 80.92 8.1
18-May-09 230,344 75.32 17.4
19-May-09 484,656 77.42 37.7
20-May-09 35,000 77.64 2.7
28-May-09 85,537 78.00 6.7
29-May-09 64,463 78.99 5.1
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Voting percentages
Ordinary shares 201,302,639
'A' preference shares 17,758,998
'B' preference shares 1,979,060
Issued share capital 221,040,697

Shares held by the employee share trust will not be taken into account for Special Resolution Number 1.

Notice of annual general meeting
for the year ended 28 June 2009



Jumbo Crown Mines

Notice is hereby given that the annual general meeting of the Company will be held at 08:30 at Massmart House, 16 Peltier Drive, Sunninghill Ext 6, Sandton, on Wednesday, 25 November 2009, for purposes of:

1. Transacting the following business:
  1.1 to receive and adopt the annual financial statements of the Company and the Group for the year ended 28 June 2009;
 
  1.2 to elect directors in the place of those retiring in accordance with the Company’s Articles of Association; and
 
  1.3 to transact such other business as may be transacted at an annual general meeting.
 
2. Considering and, if deemed fit, passing, with or without modification, the following ordinary and special resolutions:
 

Ordinary resolutions
1. “Resolved that the annual financial statements of the Company and the Group for the year ended 28 June 2009, circulated together with this notice, be and are hereby adopted.”
 
2. “Resolved that Mr MD Brand, who retires by rotation and has offered himself for re-election, be and is hereby re-elected to the Board of Directors of the Company.”
 
3. “Resolved that Mr ZL Combi, who retires by rotation and has offered himself for re-election, be and is hereby re-elected to the Board of Directors of the Company.”
 
4. “Resolved that Mr GRC Hayward, who retires by rotation and has offered himself for re-election, be and is hereby re-elected to the Board of Directors of the Company.”
 
5. “Resolved that Mr JC Hodkinson, who retires by rotation and has offered himself for re-election, be and is hereby re-elected to the Board of Directors of the Company.”
 
6. “Resolved that Mr P Maw, who retires by rotation and has offered himself for re-election, be and is hereby re-elected to the Board of Directors of the Company.”
 
7. “Resolved that the non-executive directors’ annual remuneration for the 2010 financial year, and which are unchanged from the 2009 financial year, be set as follows:
 
  Chairman of the Board R675 000   Committee chairmen R200 000
  Deputy Chairman R490 000   Committee members R94 000
  Directors R200 000      
 
with members of the Audit Committee receiving an additional R25 000 each due to the increased meetings and responsibilities brought about by the Corporate Laws Amendment Act.”
 
8. “Resolved that Deloitte & Touche (with Mr André Dennis as the Audit Partner) be and are hereby re-elected as the Company’s auditors for the ensuing financial year, as approved by the Massmart Audit Committee and recommended to shareholders.”
 
9. “Resolved that all the ordinary shares in the authorised but unissued share capital of the Company be and are hereby placed under the control of the directors in terms of section 221(2) of the Companies Act No. 61 of 1973, as amended (“the Act”), who shall be authorised to allot and issue such shares to such person or persons on such terms and conditions as they may deem fit but not exceeding 5% (five percent) of the number of ordinary shares already in issue. Such allotment will be in accordance with the Act and the JSE Limited (“JSE”) Listings Requirements.
 
10. “Resolved that, subject to the JSE Listings Requirements, the directors be and are hereby authorised to issue the ordinary shares in the authorised but unissued share capital of the Company for cash to such person or persons on such terms and conditions as they may deem fit, subject to the following:
 
  10.1 the shares shall be of a class already in issue;
 
  10.2 the shares shall be issued to public shareholders (as defined in the JSE Listings Requirements) and not to related parties (as defined in the JSE Listings Requirements);
 
  10.3 the issues in the aggregate in any one financial year shall not exceed 5% (five percent) of the number of shares already in issue;
 
  10.4 the maximum discount at which the shares may be issued shall be 10% (ten percent) of the weighted average traded price of the shares over the 30 (thirty) business days prior to the date that the price is agreed between the Company and the party subscribing for the securities;
 
  10.5 the authority hereby granted will be valid until the Company’s next annual general meeting, provided that it will not extend to beyond 15 (fifteen) months;
 
  10.6 once the securities have been issued, the Company shall publish an announcement in accordance with paragraph 11.22 of the JSE Listings Requirements.
 
Pursuant to the requirements of JSE Listings Requirements, the Company will only be entitled to implement this general authority to allot and issue ordinary shares for cash if this Ordinary Resolution Number 10 is passed by a majority of 75% (seventy-five percent) or more of the votes cast by all Massmart shareholders present or represented by proxy at the annual general meeting, excluding any votes which may be cast by the Massmart Holdings Limited Employee Share Trust.
 
11. “Resolved that, subject to the passing and registration of Special Resolutions Numbers 2 and 3 and the passing of Ordinary Resolution Number 12, that the Company is hereby authorised by way of a specific authority in terms of section 221 of the Companies Act No. 61 of 1973, as amended and the JSE Listings Requirements to allot and issue 2,000,000 (two million) B convertible, redeemable, participating preference shares with a par value of R0.01 (one cent) each in the authorised but unissued share capital of the Company at an issue price of R0.01 (one cent) per B convertible, redeemable, participating preference share to the trustees for the time being of the Massmart Black Scarce Skills Trust (formerly the Massmart Black Management Trust) (Master's Reference No. IT 7745/06) pursuant to the terms and conditions of the subscription agreement which will lie open for inspection for 14 (fourteen) days prior to the date of the annual general meeting at which this resolution will be proposed.”

In terms of the JSE Listings Requirements, the passing of Ordinary Resolution Number 11 is achieved by the attainment of a 75% (seventy five percent) majority of the votes cast in favour of such resolution by all shareholders present in person or represented by proxy or represented at the annual general meeting, excluding the votes attached to shares owned or controlled by existing participants of the Trust.
 
12. “Resolved that, subject to the passing and registration of Special Resolutions Numbers 2 and 3 and the passing of Ordinary Resolution Number 11, that the number of B convertible, redeemable, participating preference shares with a par value of R0.01 (one cent) that may be allocated by the trustees of the Massmart Black Scarce Skills Trust (formerly the Massmart Black Management Trust) (Master's Reference No. IT 7745/06) ('the Trust') be increased from 2,000,000 (two million) to 4,000,000 (four million) and otherwise on the terms and conditions of the deed of the Trust.”

In terms of the JSE Limited Listings Requirements, the passing of Ordinary Resolution Number 12 is achieved by the attainment of a 75% (seventy five percent) majority of the votes cast in favour of such resolution by all shareholders present in person or represented by proxy or represented at the annual general meeting, excluding the votes attached to shares owned or controlled by existing participants of the Trust.
 
Reason and effect
Since establishing the Massmart Black Scare Skills Trust in late 2006 the Group has found that these shares are a meaningful tool to attract and retain skilled black managers and executives. As a result, the directors wish to double the total amount of shares that may be issued from the existing two million to four million. The additional shares will not be issued to existing employees or participants but rather to new employees, managers and executives.
 

Special resolutions
Provided members holding in the aggregate not less than 25% (twenty-five percent) of the total votes of all members entitled to vote at the annual general meeting are present in person or by proxy, the approval of a 75% (seventy-five percent) majority of the votes cast by members present or represented by proxy at the annual general meeting and entitled to vote is required for the special resolutions to become effective:

Special Resolution Number 1

“Resolved that the Company and/or its subsidiaries be and are hereby authorised in terms of sections 85(2) and 85(3) of the Companies Act 61 of 1973, as amended (“the Act”), and the JSE Listings Requirements, from time to time to acquire the ordinary and/or preference shares in the issued share capital of the Company from such shareholder/s, at such price, in such manner and subject to such terms and conditions as the directors may deem fit, but subject to the Articles of Association of the Company, the Act and the JSE Listings Requirements, and provided that:
 
1.1 the authority hereby granted will be valid until the Company’s next annual general meeting, provided that it will not extend to beyond 15 (fifteen) months from the date of registration of this special resolution;
 
1.2 acquisitions may not be made at a price greater than 10% (ten percent) above the weighted average of the market value for the shares determined over the 5 (five) business days prior to the date that the price for the acquisition is effected;
 
1.3 acquisitions in the aggregate in any one financial year shall not exceed 15% (fifteen percent) of that class of the Company’s issued share capital;
 
1.4 the repurchase of securities will be effected through the order book operated by the JSE trading system and will be done without any prior understanding or arrangement between the Company and the counterparty;
 
1.5 the Company will only appoint one agent, at any point in time, to effect the repurchases on the Company’s behalf;
 
1.6 the Company will only undertake a repurchase of securities if, after such repurchases, the Company complies with the shareholder spread requirements of the JSE;
 
1.7 neither the Company nor its subsidiaries may repurchase securities during a prohibited period unless a repurchase programme is in place where the dates and quantities of securities to be traded during the relevant period are fixed and where full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period;
 
1.8 an announcement complying with paragraph 11.27 of the JSE Listings Requirements will be published by the Company when the Company and/or its subsidiaries have cumulatively repurchased 3% (three percent) of the Company’s issued ordinary and/or preference share capital and for each 3% (three percent) in aggregate thereafter.”
 
Statement by the Board of Directors
In accordance with the JSE Listings Requirements, the directors state that:
a) the intention of the directors is to utilise the authority at a future date, provided that the cash resources of the Company are in excess of its requirements. In this regard, the directors will take into account, inter alia, an appropriate capitalisation structure for the Company and the long-term cash needs of the Company, and will ensure that any such utilisation is in the interests of the shareholders.
 
b) having considered the effect of the maximum number of ordinary and preference shares that may be acquired pursuant to the authority and the date upon which such acquisition/s will take place:
 
  • the Company and the Company and its subsidiaries (“the Group”) will in the ordinary course of business be able to pay its debts for a period of twelve months after the date of this notice of annual general meeting.
  • the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of twelve months after the date of this notice of annual general meeting, such assets and liabilities being fairly valued in accordance with International Financial Reporting Standards and in accordance with the accounting policies used in the annual financial statements of the Company and the Group for the year ended 28 June 2009.
  • the issued share capital and reserves of the Company and the Group will be adequate for ordinary  business purposes for a period of twelve months after the date of this notice of annual general meeting.
  • the working capital available to the Company and the Group will be adequate for ordinary business purposes for a period of twelve months after the date of this notice of annual general meeting.

The Company will ensure that its sponsor provides the necessary sponsor letter on the adequacy of the working capital in terms of the JSE Listings Requirements, prior to the commencement of any repurchase of the Company shares on the open market.

Reason and effect
The reason for Special Resolution Number 1 is to give a mandate to the directors to repurchase ordinary and preference shares in the Company.

The effect of Special Resolution Number 1 will be that the Company and its subsidiaries will be authorised to acquire ordinary and preference shares in the Company.

Special Resolution Number 2

“Resolved, subject to the passing and registration of Special Resolution Number 3 and the passing of Ordinary Resolutions Numbers 11 and 12 that the authorised share capital of the Company be increased from R5,400,000 (five million four hundred thousand rand) comprising:


  • 500,000,000 (five hundred million) ordinary shares with a par value of R0.01 (one cent) each;
  • 20,000,000 (twenty million) non-redeemable, cumulative, non-participating preference shares with a par value of R0.01 (one cent) each;
  • 18,000,000 (eighteen million) ‘A’ convertible, redeemable, non-cumulative, participating preference shares with a par value of R0.01 (one cent) each; and
  • 2,000,000 (two million) ‘A’ convertible, redeemable, participating preference shares with a par value of R0.01 (one cent) each (the ‘B Preference Shares’)

(the ‘Current Share Capital’) to R5,420,000 (five million four hundred and twenty thousand rand) comprising the Current Share Capital and an additional 2,000,000 (two million) B preference shares by creating the said 2,000,000 B preference shares having the rights, privileges, restrictions and conditions as set out in Article 43 of the Articles of Association of the Company.”

Reason and effect
The reason for and effect of Special Resolution Number 2 is to increase the authorised share capital of the Company from R5,400,000 (five million four hundred thousand rand) to R5,420,000 (five million four hundred and twenty thousand rand) to enable the Company to create an additional 2,000,000 B preference shares which will be subscribed for by the trustees of the Massmart Black Scarce Skills Trust (formerly the Massmart Black Management Trust) (Master's Reference No. IT 7745/06) which will enable the trustees to allocate an additional 2,000,000 B preference shares to the beneficiaries of the Massmart Black Scarce Skills Trust.

Special Resolution Number 3

“Resolved, subject to the passing and registration of Special Resolution Number 2 and the passing of Ordinary Resolutions Numbers 11 and 12, that Articles 42 and 43 of the Articles of Association of the Company be and are amended as follows:


  • by the deletion of Article 42.1.4 and its replacement with
    “‘B’ preference shares” means the 4,000,000 (four million) convertible, redeemable, participating preference shares with a par value of R0.01 (one cent) each in the share capital of the Company having the rights, privileges, restrictions and conditions as set out in Article 43;
  • by the deletion of Article 43.1.2 and its replacement with
    “‘B’ preference shares” means the 4,000,000 (four million) convertible, redeemable, participating preference shares with a par value of R0.01 (one cent) each in the share capital of the Company having the rights, privileges, restrictions and conditions as set out in this Article 43;
  • by the deletion of Article 43.2.14.3 and its replacement with
    “no additional ‘B’ preference shares in excess of 4,000,000 (four million) shall be issued without the approvals of the ordinary shareholders and the JSE Limited”.

Reason and effect
The reason for and effect of Special Resolution Number 3 is to amend the Articles of Association of the Company relating to the B preference shares to cater for the increase in and issue of an additional 2,000,000 B preference shares.
 

Voting and proxies
All holders of ordinary and preference shares in the share capital of the Company are entitled to attend and vote at the annual general meeting. Subject to any rights or restrictions for the time being attached to any ordinary and/or preference shares, on a show of hands, every holder of ordinary and/or preference shares who is present in person, or a proxy, or in the case of a Company, the representative appointed in terms of section 188 of the Companies Act 61 of 1973, as amended (“the Act”), has one vote irrespective of the number of shares he/ she holds or represents. On a poll, each holder of ordinary and/or preference shares or his/ her proxy has so many votes for each ordinary and preference share (as the case may be) as is determined in accordance with section 195 of the Act read with the Company’s Articles of Association.

In terms of the JSE Listings Requirements, Massmart ordinary shares held by and registered in the name of the Massmart Holdings Limited Employee Share Trust will not have their votes at the annual general meeting taken into account for JSE Listings Requirements resolution approval purposes.

However, Massmart preference shares held by the Massmart Thuthukani Empowerment Trust and the Massmart Black Scarce Skills Trust will have their votes at the annual general meeting taken into account for JSE Listings Requirements resolution approval purposes.

If you hold certificated shares (ie have not dematerialised your shares in the Company) or are registered as an ‘own name’ dematerialised shareholder, then:

  • you may attend and vote at the annual general meeting; alternatively
  • you may appoint a proxy to represent you at the meeting by completing the attached form of proxy and returning it to the registered office of the Company to be received by no later than 48 (forty-eight) hours prior to the time appointed for the holding of the meeting (excluding Saturdays, Sundays and public holidays within SA).

If you own dematerialised shares (ie have replaced the paper share certificates representing the shares with electronic records of ownership under the JSE’s electronic settlement system, Strate Limited (“Strate”)), and are not registered as an ‘own name dematerialised shareholder’ (ie have not specifically instructed your Central Securities Depository Participant (“CSDP”) to hold your shares in your own name on the Company’s subregister), then, subject to the mandate between yourself and your CSDP or broker:

  • if you wish to attend the annual general meeting you must contact your CSDP or broker, as the case may pbe, and obtain the relevant letter of representation from it; alternatively
  • if you are unable to attend the annual general meeting but wish to be represented at the meeting, you pmust contact your CSDP or broker, as the case may be, and furnish it with your voting instructions in respect of the annual general meeting. You must not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case may be, within the time period required by your CSDP or broker, as the case may be.

CSDPs, brokers or their nominees, as the case may be, recorded in the Company’s subregister should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold dematerialised shares in the Company, vote by either appointing a duly authorised representative to attend and vote at the annual general meeting or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the registered office of the Company to be received  not less than 48 (forty-eight) hours prior to the time appointed for the holding of the meeting.

In terms of the JSE Listings Requirements for Special Resolution Number 1, general information is included in the annual report attached, including:
 
(i) Directors and management
(ii) Major shareholders
(iii) Material changes
(iv) Directors’ interests in securities
(v) Share capital of the Company
(vi) Litigation

The Directors whose names appear here of the annual report collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the notice to the annual general meeting contains all information required by law and the JSE Listings Requirements.

By order of the Board


Ilan Zwarenstein
Company Secretary

5 October 2009

Shareholder Information