2021/10/06, 16:45:00
Johannesburg Stock Exchange - SENS NEWS DELAYED
Acquisition of Controlling Stake in OneCart (Pty) Ltd and Withdrawal of Cautionary Announcement

Massmart Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1940/014066/06)
Share Code: MSM
ISIN: ZAE000152617
(“Massmart” or the “Company”)


1.    Introduction

Shareholders are referred to the cautionary announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 25 August 2021
regarding the proposed acquisition of a controlling stake in OneCart Pty Ltd

Massmart is pleased to announce that the negotiations have now successfully
been concluded and a sale of shares and subscription agreement (“Sale
Agreement”) has been signed whereby the Company will, through its wholly owned
subsidiary Fresh Food Direct Pty Ltd, acquire an equity shareholding ultimately
constituting 87.5% of the issued shares in OneCart (“Transaction”).

2.    Salient Transaction terms

Massmart will provide primary equity funding to OneCart, by means of an
unsecured convertible loan, and acquire shares from existing OneCart
shareholders, together resulting in Massmart acquiring control of OneCart. The
founder of OneCart, Lynton Peters, along with a minority shareholder, will hold
the remaining shares. None of the sellers are related parties to Massmart.

Closure of the Transaction will be subject to finalization of customary final
approvals and suspensive conditions. The effective date of the Transaction is
expected to be the last business day of the calendar month in which the last
suspensive condition is fulfilled or waived or, if the last suspensive condition
is fulfilled or waived after the 15 th day of a calendar month, the effective
date will be the last business day of the following month.

The Sale Agreement provides for warranties, undertakings, indemnities and events
of default that are customary for a transaction of this nature. Warranty and
indemnity insurance is being secured to cover certain of the warranties and
indemnities provided by the vendors.

3.    Overview of OneCart and Rationale

OneCart is a fast moving consumer goods market place and logistics platform
that partners with leading retailers in South Africa to enable fast, flexible
and efficient online sales and home delivery to consumers across the country.
The platform provides access to products across the dry grocery, frozen and
fresh foods, liquor, baby, health and beauty, household and pet supplies
categories, all made available to consumers via a single shopping interface.

As indicated at our results presentation, OneCart represents one of the building
blocks of our broader eCommerce strategy. This acquisition will allow Massmart
to further expand its capabilities in the fast growing on-demand delivery
segment, while continuing to support the independent retailer marketplace model
of OneCart.

4.    Conclusion and Withdrawal of Cautionary Announcement

The Transaction falls below the Category Two threshold of the JSE Listings
Requirements and this announcement is made for information purposes.

Shareholders will be updated as to the fulfilment of the suspensive conditions
and completion of the Transaction thereafter.

Following the release of this announcement, caution is no longer required to be
exercised by shareholders when dealing in the Company’s securities.

6 October 2021

Financial Advisor and Transaction Sponsor: Absa Bank Limited

Legal Advisor:   LHC Advisory (Pty) Ltd

Transaction Services:   Deloitte

Sponsor: JP Morgan Equities South Africa (Pty) Ltd

Date: 06-10-2021 04:45:00
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