Wrap Text
Termination of the Hyprop Conditional Voluntary Bid to shareholders of MAS P.L.C.
HYPROP INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005284/06)
JSE share code: HYP ISIN: ZAE000190724
JSE bond issuer code: HYPI
(Approved as a REIT by the JSE)
("Hyprop" or the "Company")
TERMINATION OF THE HYPROP CONDITIONAL VOLUNTARY BID TO SHAREHOLDERS OF MAS P.L.C.
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed to
them in the announcement published by Hyprop on SENS on 18 July 2025.
The publication, dispatch, distribution or dissemination of this announcement, outside of South Africa, may result in the applicability
of the laws of jurisdictions other than South African laws and may be subject to legal restrictions in such other jurisdictions.
Therefore, this announcement, notwithstanding its publication on the internet, is not designated for publication, dispatch,
distribution or dissemination in jurisdictions other than South Africa.
Hyprop and MAS shareholders are referred to Hyprop's Voluntary Bid published on 18 July 2025.
It is common cause that the DJV is at the centre of the challenges currently faced by MAS and the dissatisfaction of its South African
institutional shareholders, as summarised by certain MAS shareholders in a recent notice of request for an extraordinary general
meeting (available at www.masrei.com/wp-content/uploads/2025/07/MAS_Notice-of-EGM_22-July-2025.pdf). For this reason, as
Hyprop has stated repeatedly, it is a condition to the Hyprop Voluntary Bid that MAS provides Hyprop with access to the DJV
agreements to allow Hyprop to assess the risks to MAS and Hyprop and to provide equal access and fair treatment to both Hyprop
and Prime Kapital (a related party to MAS, insider and competing bidder).
On Monday 21 July 2025, Hyprop requested a copy of the DJV agreements from MAS. Notwithstanding the summary of the DJV
agreements that MAS made public on SENS on 4 July 2025, as stewards of a listed company owing a duty of care to Hyprop
shareholders, it is prudent for Hyprop to undertake its own due diligence on the agreements, before proceeding with the Hyprop
Voluntary Bid.
The MAS board has refused to make the DJV agreements available without the consent of Prime Kapital, which consent Prime
Kapital has refused. MAS did not provide Hyprop with any reasons for the refusal by Prime Kapital.
Such refusal by the MAS board and Prime Kapital is inexplicable. If the summary of the DJV agreements made available by MAS
is complete and accurate, the DJV agreements are no longer confidential and, having regard to clause 7.3.3.1 of the said summary,
which states that MAS' confidentiality obligations do not apply to information that is generally known (such as the content of the
agreements that MAS considers to have been comprehensively and accurately summarised in the published summary), can and
should be made available to Hyprop and publicly.
As matters stand, the MAS board refuses to disclose the DJV agreements to Hyprop, rendering a material condition to the Hyprop
Voluntary Bid unfulfilled and, in the absence of intervention by the JSE (who Hyprop has approached), unlikely to be fulfilled,
thereby depriving MAS and its shareholders of a viable solution for their challenges.
For that reason, despite considerable support amongst MAS shareholders for Hyprop's Voluntary Bid and Hyprop's ability and
desire to create value for all MAS shareholders, Hyprop hereby gives notice that the Hyprop Voluntary Bid has been terminated as
one of its non-negotiable conditions will apparently not be fulfilled.
25 July 2025
Corporate advisor and sponsor
Java Capital
Date: 25-07-2025 07:45:00
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