Wrap Text
Publication and posting of notice of extraordinary general meeting
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS")
PUBLICATION AND POSTING OF NOTICE OF EXTRAORDINARY GENERAL MEETING
Unless expressly defined otherwise, capitalised terms herein have the same meanings given to them
in the Notice (as defined below).
Shareholders are advised that a notice of an Extraordinary General Meeting (the "EGM") of the
shareholders of MAS (the "Notice") will be distributed today. The Notice is available on the Company's
corporate website (https://masrei.com/investors/agm).
The EGM will be held at Suite 11, Marina Business Centre, Abate Rigord Street, Ta' Xbiex, XBX 1129,
Malta on Friday, 11 July 2025 at 10:00 am CET / SA time.
The last day to trade in order to be eligible to participate in and vote at the EGM is Tuesday, 1 July 2025
and the record date for voting purposes is Friday, 4 July 2025.
The Board's view on the Request for EGM Letter as received from the PK Parties is included in the
Notice, and set out below. Shareholders should have regard to these matters when considering the
proposed Ordinary Resolutions.
The MAS Board takes note of the proposed resolutions and that PKI has exercised its statutory rights
under the Malta Companies Act and Articles to require that the proposed Ordinary Resolutions be put
to Shareholders for consideration and, if thought fit, approval. By putting the proposed Ordinary
Resolutions to Shareholders, the Board is complying with its obligations under the Maltese Companies
Act, the Articles and the JSE Listings Requirements. The Board is also mindful that the undertakings
that are made available to MAS and MAS CEE by PKI and its affiliates and the potential benefits raised
therein are subject to the proposed Ordinary Resolutions being passed on or before 11 July 2025.
Furthermore, the Board is aware that the proposed Ordinary Resolutions are being proposed in the
context of potential competing voluntary bids from PKI and Hyprop Investments Limited. Neither of
those potential voluntary offers has to date materialised in formal offers and the Board has made no
recommendation in that regard. The Board will continue to act in the best interests of MAS and its
Shareholders.
The purpose and effect of the proposed Ordinary Resolutions is to authorise the Board to: (i) initiate
and implement, within a five year period, a structured and commercially driven realisation of MAS'
assets for consideration as determined by the Board, which is aligned with independent valuations of
such assets ("Asset Realisation"), and with the overarching aim of maximising returns for
Shareholders; and (ii) declare and pay special dividends to return the net proceeds (after providing for
debt repayments and MAS' budgeted working capital and expenditure requirements) of the Asset
Realisation and dividends received from PKM Development Ltd. ("DJV") to Shareholders ("Special
Distributions"). The proposed Ordinary Resolutions are being proposed as ordinary resolutions
requiring a simple majority vote of Shareholders for their approval.
The proposed Ordinary Resolutions do not detract from or restrict the powers of the MAS Board to
manage and administer the Company. The Board notes that directors must always have unfettered
discretion or otherwise be free to exercise their powers of management and administration (subject to
the provisions of the Malta Companies Act and Articles). Accordingly, the proposed Ordinary
Resolutions (if approved by Shareholders) will not result in the Asset Realisation and/or the Special
Distributions envisaged in the proposed Ordinary Resolutions unless the MAS Board decides and is
able to implement the Asset Realisation and/or the Special Distributions.
At this time, the Board is not yet in a position to express a view or a recommendation in respect of the
proposed Ordinary Resolutions nor is it able to commit to the implementation of the Asset Realisation
and Special Distributions without further consideration and the benefit of appropriate independent
advice, which is likely to be obtained only after the meeting of Shareholders at which the proposed
Ordinary Resolutions will be considered. If the proposed Ordinary Resolutions are approved by the
requisite majority of Shareholders, the Board will take Shareholders' guidance into account in
reassessing MAS' strategy to maximise total shareholder returns and will obtain appropriate
independent advice for this purpose, where required.
In considering whether to give effect to the proposed Ordinary Resolutions (if approved by
Shareholders), the Board will consider, amongst other things, whether the actions required to implement
the Asset Realisation strategy are in the best interests of MAS and its Shareholders. In this regard, and
by way of example, (i) in relation to Ordinary Resolution number 1, the Board will also consider market
conditions when assessing the respective realisation of an asset, and (ii) in relation to Ordinary
Resolution number 2, the Board must, before declaring Special Distributions, ensure that there are
sufficient profits available for distribution and must ensure that the Solvency Test (as defined in the
Articles) is satisfied.
Further, even if the MAS Board does decide to pursue the Asset Realisation and Special Distributions
envisaged in the resolutions, it is not certain that the Asset Realisation will be achieved at any point in
time and at any particular value. It is also not certain that the DJV will effect distributions to MAS or that
MAS will effect the Special Distributions in any particular quantum or at any point in time, which could
be affected by the conditionality created in the undertakings made available to MAS and MAS CEE by
PKI and its affiliates (aspects of which are beyond the control of MAS), by outstanding unresolved
issues between MAS and PKI and its affiliates or by future decisions or by future circumstances such
as the solvency and liquidity of the DJV or the solvency and liquidity of MAS.
20 June 2025
For further information please contact:
Irina Grigore, MAS P.L.C. +356 27 66 36 91
Valeo Capital, Transaction Sponsor +27 21 851 0091
Date: 20-06-2025 11:05:00
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 
