Wrap Text
Conditional voluntary bid by Hyprop Investments Limited to acquire a controlling interest in MAS
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS" or the "Company")
CONDITIONAL VOLUNTARY BID BY HYPROP INVESTMENTS LIMITED TO ACQUIRE A CONTROLLING INTEREST IN MAS
Unless the context dictates otherwise, capitalised terms used in this announcement will have the same
meanings assigned to them in the Hyprop Bid Document (as defined below).
MAS shareholders are referred to the announcement and accompanying voluntary bid document (the
"Hyprop Bid Document") published by Hyprop Investments Limited ("Hyprop") on 18 July 2025, on
SENS and made available on Hyprop's website, at
https://www.hyprop.co.za/pdf/circulars/2025/voluntary-bid-document-for-the-proposed-mas-
transaction.pdf, regarding a conditional voluntary bid by Hyprop to acquire a controlling interest in MAS
("Hyprop Voluntary Bid").
The Hyprop Bid Document contains the full details of the Hyprop Voluntary Bid as made by Hyprop to
all MAS shareholders ("Shareholders"). The Hyprop Bid Document also contains important information
regarding the Hyprop Voluntary Bid and Shareholders should read the Hyprop Bid Document in its
entirety for a full understanding of the Hyprop Voluntary Bid. This announcement is not a summary of
the Hyprop Bid Document and does not purport to provide any investment advice or recommendation
to Shareholders in respect of the Hyprop Voluntary Bid.
Given the nature of the risks associated with the Hyprop Voluntary Bid, the Independent Board
(as defined below) strongly recommends that Shareholders consult with their broker, CSDP, or
an independent financial advisor before making a decision in respect of the Hyprop Voluntary
Bid.
The MAS board of directors has established an independent sub-committee comprised of independent,
non-conflicted directors (being Werner Alberts, Claudia Pendred, Vasile Iuga and Dan Pascariu)
("Independent Board") to consider and, to the extent practicable, advise Shareholders in respect of
the Hyprop Voluntary Bid. The purpose of this announcement is to highlight pertinent aspects of the
Hyprop Voluntary Bid and the key risks associated with an acceptance of the Hyprop Voluntary Bid
during the one week offer period, which opened on Friday, 18 July 2025 and is currently set to close on
Friday, 25 July 2025. The Independent Board will also consider and advise shareholders in respect of
any other bid received, once any such bid is formally extended to Shareholders. The Independent Board
will be supported by MAS's appointed advisors and will strive to provide objective and independent
views to Shareholders and will not favour or frustrate any specific Bid.
Neither the Company nor the Independent Board were engaged in any meaningful way by Hyprop as
regards the Hyprop Voluntary Bid construct, terms, timing or the like, in advance of Hyprop making the
Hyprop Voluntary Bid. As such, and given the truncated nature of the offer period under the Hyprop
Voluntary Bid, the Independent Board will not be able to obtain appropriate and meaningful external
advice (e.g., a fair and reasonable opinion from an independent expert, requiring a valuation of MAS
shares and Hyprop shares in the context of the Hyprop Voluntary Bid) as would be the case under a
customary voluntary bid process, however, the Independent Board intends to provide Shareholders
with further guidance to the extent that it is able to do so during the course of this week.
At this time, however, and as more fully discussed below, the Independent Board wishes Shareholders
to take note of the risks associated with accepting the Hyprop Voluntary Bid on the basis outlined in the
Hyprop Bid Document. With the above features of the Hyprop Voluntary Bid in mind, the Independent
Board notes the following risks associated with an acceptance of Hyprop's offer. These risks stem
primarily from the structure of the Hyprop Voluntary Bid, which has many unusual features when
compared to traditional, regulated offers and market practice. In terms of the Hyprop Voluntary Bid,
Shareholders are essentially being asked to:
- consider, within a very limited period, the potential swap of MAS shares for Hyprop shares and/or
cash, at an implied Blended Hyprop Voluntary Bid Consideration (defined below) significantly
below both of MAS's last reported tangible net asset value ("TNAV") and current market price;
- make an irrevocable commitment to an offer whose terms can be unilaterally changed or waived
(as applicable) by Hyprop after the offer has been accepted (which acceptance is irrevocable,
meaning that Shareholders are effectively locked in until such time as the Hyprop Voluntary Bid is
implemented or abandoned at Hyprop's election). Moreover, the Hyprop Bid Document does not
clearly outline accepting Shareholders' rights to withdraw their acceptances or vary their elections
in the event that the terms of the Hyprop Voluntary Bid are amended;
- forfeit all liquidity in their MAS shares for a period that is not fixed and could be extended indefinitely
by Hyprop in its discretion;
- considering the lack of liquidity in MAS shares during the period until the Implementation Date (as
defined below), risk being forced to accept a smaller portion of cash in lieu of Hyprop shares even
if Shareholders elect to receive cash, due to the scale-back mechanism; and
- risk that the entire strategic premise of the Hyprop Voluntary Bid (Hyprop gaining control of MAS)
is abandoned by Hyprop, even after Shareholders have accepted the offer on that basis.
Shareholders should further note that the Hyprop Voluntary Bid is largely unregulated due to the
following:
- MAS is a company carried on under the laws of Malta and its shares are not listed on the Malta
Stock Exchange. Accordingly, MAS is not subject to the takeover provisions contained in the
Maltese Capital Market Rules or the supervision of the Malta Financial Services Authority and,
although applicable to MAS, the Malta Companies Act does not regulate takeover offers.
- MAS is listed on the main board of the securities exchange operated by the JSE Limited ("JSE")
but is not registered as a South-African company. Accordingly, the Hyprop Voluntary Bid is not
subject to the SA Takeover Provisions and the JSE considers the Hyprop Voluntary Bid to be an
unregulated corporate action under the Listings Requirements.
Given that the offer envisaged by the Hyprop Bid Document is not regulated, as explained above, there
is no regulatory body to intervene proactively for the protection of Shareholders.
Hyprop Voluntary Bid
Offer Consideration
The Hyprop Voluntary Bid sets out an offer to Shareholders to purchase all their MAS shares pursuant
to either or a combination of:
- the share alternative, being the issue of 0.42224 Hyprop shares for every MAS share held (the
"Share Consideration") or any higher or lower ratio of Hyprop shares to MAS shares as Hyprop,
in its sole discretion, may announce on SENS prior to the closing date and time of the Hyprop
Voluntary Bid (which is currently set as 11:00 UK / 12:00 SA time on Friday, 25 July 2025, and
which date and time may be amended (any number of times) at the sole discretion of Hyprop) (the
"Closing Date"); and
- the cash alternative of R24.00 per MAS share (the "Cash Consideration") or any higher or lower
price announced on SENS by Hyprop prior to the Closing Date, limited to the cash consideration
cap, being, the aggregate cash available to Hyprop to acquire MAS shares pursuant to
acceptances of the Cash Alternative, being R800 million (representing c.5% of the market
capitalisation of MAS as of close of trade on 18 July 2025), or such higher or lower amount as may
be determined by Hyprop in its sole discretion (the "Cash Consideration Cap"),
(and the Share Consideration and the Cash Consideration, collectively, the "Hyprop Voluntary Bid
Consideration").
The below information is for illustrative purposes only, assuming Hyprop acquires all of the issued share
capital of MAS.
MAS Cash Consideration (per share) R24.00
- Premium to 30-day VWAP ending 23 May 2025 1 +32.59%
- MAS TNAV (per share) 2 R36.66
- Implied discount to TNAV (34.53%)
- Premium to the closing share price on 17 July 2025 3 +5.49%
Implied MAS Share Consideration 4 (per share) R18.71
- Premium to 30-day VWAP ending 23 May 20255 +3.36%
- MAS Tangible Net Asset Value (TNAV) (per share) R36.66
- Implied discount to TNAV (48.96%)
- Discount to the closing share price on 17 July 2025 6 (17.76%)
Total Hyprop Voluntary Bid Consideration R13.049bn 100.00%
- Cash Consideration R800m 6.13%
- Share Consideration 7 R12.249bn 93.87%
Blended Hyprop Voluntary Bid Consideration (per share)8 R18.97
- Premium to 30-day VWAP ending 23 May 2025 9 +4.78%
- MAS TNAV (per share) R36.66
- Implied discount to TNAV (48.26%)
- Implied discount to the closing share price on 17 July (16.63%)
2025 10
Notes:
1. R24.00 represents a 32.59% premium to the 30-day VWAP share price of MAS at the close of business
on 23 May 2025 (being the last business day prior to the release of the initial announcement by Hyprop
of its intention to make a voluntary bid to MAS shareholders) of R18.10
2. Calculated as the last reported MAS TNAV, on 31 December 2024, of EUR1.78 per share multiplied by
an assumed EUR/ZAR exchange rate of R20.60
3. R24.00 represents a 5.49% premium to the MAS share price at the close of business of 17 July 2025 of
R22.75
4. Calculated as the Hyprop share price at close of business on 17 July 2025 of R44.31 multiplied by the
Share Consideration
5. R18.71 represents a 3.36% premium to the 30-day VWAP share price of MAS at the close of business on
23 May 2025 (being the last business day prior to the release of the initial announcement by Hyprop of its
intention to make a voluntary bid to MAS shareholders) of R18.10
6. R18.71 represents a 17.76% discount to the MAS share price at the close of business of 17 July 2025 of
R22.75
7. The Share Consideration is calculated as follows,
- Total MAS shares in issue are 688 045 349, less 33 333 333 shares acquired via the Cash
Consideration (R800 000 000 / R24.00), resulting in 654 712 016 shares to be acquired as part
of the Share Consideration
- New Hyprop shares to be issued are calculated as 654 712 016 multiplied by the 0.42224 swap
ratio, being 276 445 601 new Hyprop shares
- The total implied Share Consideration is thus R12 249 304 602, being the 276 445 601 new
Hyprop shares multiplied by the Hyprop closing price of R44.31 on 17 July 2025 (which does not
include the effect on the Hyprop share price of the "Clean-out distribution" to be paid by Hyprop
to its shareholders)
8. Calculated as the Total Hyprop Voluntary Bid Consideration divided by the total number of MAS shares
in issue
9. R18.97 represents a 4.78% premium to the 30-day VWAP share price of MAS at the close of business on
23 May 2025 (being the last business day prior to the release of the initial announcement by Hyprop of its
intention to make a voluntary bid to MAS shareholders) of R18.10
10.R18.97 represents a 16.63% discount to the MAS share price at the close of business of 17 July 2025 of
R22.75
Conditions Precedent
The Hyprop Voluntary Bid is subject to various outstanding conditions precedent (as set out in
paragraph 3 of the Hyprop Bid Document), being:
- by no later than the Closing Date:
- the Hyprop Voluntary Bid is accepted by Shareholders holding such number of MAS
shares that would result in Hyprop holding more than 50% of the issued share capital
of MAS, excluding treasury shares and including shares to be issued pursuant to the
MAS Geared Share Purchase Plan and to Incentive Share Participants (both as
referred to by MAS in note 17.1 and 17.2 of its interim results for the six months ended
31 December 2024), post implementation of the Hyprop Voluntary Bid;
- MAS providing Hyprop with access to all information and agreements to place Hyprop
(as a bona fide offeror) in a position of parity of information with the PK Parties,
including all actual agreements between MAS, Prime Kapital and the DJV which
regulate the operation of the DJV and the relationship and arrangements between the
relevant parties and any other actual documents relevant to the implementation of
these agreements, and that the terms of such agreements (including, without limitation,
payment waterfalls, pre-emptive and other rights, change of control provisions,
reserved matters) are satisfactory to Hyprop in its sole discretion;
- the MAS board of directors irrevocably confirms in writing that:
- following implementation of the Hyprop Voluntary Bid, Hyprop shall not be
obliged to make a mandatory bid as contemplated in Article 41.5 and 41.6 of
the MAS Articles; or
- in accordance with Article 41.6 of the MAS Articles, the MAS board of directors
has provided an exemption to Hyprop from the obligation to make a mandatory
bid, unconditionally or subject to conditions acceptable to Hyprop in its sole
discretion;
- by no later than 31 October 2025 (which date may be extended (any number of times) by
Hyprop by announcement on SENS) (the "Longstop Date"):
- Hyprop obtains Hyprop shareholder approval for all required resolutions including but
not necessarily limited to:
- a special resolution in terms of section 16(1)(c) of the Companies Act, 71 of
2008, as amended ("Companies Act") to authorise the amendment of the
Hyprop memorandum of incorporation to increase the number of Hyprop
authorised ordinary shares such that there are sufficient authorised shares
under the control of the Hyprop board to settle the aggregate Share
Consideration and the vendor consideration placement that may be required
by Hyprop to fund the Cash Consideration ("VCP");
- a special resolution in terms of section 41(3) of the Companies Act, authorising
the issuance of Hyprop ordinary shares representing in excess of 30% of the
Hyprop voting rights immediately before implementation of the Hyprop
Voluntary Bid;
- an ordinary resolution approving a category 1 acquisition as contemplated in
section 9 of the JSE Limited Listings Requirements ("Listings
Requirements"); and
- any other Shareholder approvals which Hyprop may require in order to
implement the Hyprop Voluntary Bid;
- Hyprop obtaining such approvals as may be required in terms of the Exchange Control
Regulations to implement the Hyprop Voluntary Bid;
- Hyprop obtaining, any and all regulatory approvals (such as from relevant competition
authorities) that may be required to implement the Hyprop Voluntary Bid;
- Hyprop obtaining commitments to its satisfaction from its shareholders to participate in
a VCP to raise such amount on terms (including an issue price per Hyprop share
calculated based on the Cash Consideration and Share Consideration ratio) as Hyprop
may determine in its sole discretion to fund acceptances of the Cash Alternative;
- MAS does not declare and/or pay any distributions to its Shareholders prior to
implementation of the Hyprop Voluntary Bid;
- MAS delivering to Hyprop confirmation that:
- with respect to all notes issued by MAS Securities B.V., the holders thereof
have irrevocably confirmed that they will not exercise any right to require MAS
or any member of its group to redeem such notes as a result of the occurrence
of a "Change of Control Put Event" (as defined in the terms and conditions of
the relevant notes) or in terms of any other provision of the notes arising from
the implementation of the Hyprop Voluntary Bid;
- none of MAS Group's creditors, whether secured or unsecured, will exercise
any contractual or other rights, including any rights to accelerate repayment or
enforce security, arising as a result of any change of control triggered by the
implementation of the Hyprop Voluntary Bid; and
- no other party to any contract to which any member of the MAS Group is also
a party, will exercise any material or onerous (vis-a-vis the MAS Group)
contractual or other rights, arising as a result of any change of control triggered
by the implementation of the Hyprop Voluntary Bid;
- MAS and any of its group companies shall not have, unless with the prior written
consent of Hyprop –
- taken any action which may result in (i) the Hyprop Voluntary Bid being
frustrated or (ii) the Shareholders being denied an opportunity to decide on the
merits of the Hyprop Voluntary Bid;
- issued or granted options in respect of any authorised but unissued securities,
except pursuant to an existing obligation known to Shareholders;
- authorised or issued, or permitted the authorisation or issue of, any securities
carrying rights of conversion into or subscription for other securities, except
pursuant to an existing obligation known to Shareholders;
- sold, disposed of, acquired and/or commenced a development or
redevelopment of, or agreed to sell, dispose of, acquire and/or commence the
development or redevelopment of any assets of a material amount except in
the ordinary course of business;
- entered into any new contracts, agreements or amendments or addenda to
any existing contracts or agreements relating to the DJV or to which any of the
PK Parties are parties; and
- entered into contracts otherwise than in the ordinary course of business;
- MAS shall not have amended its Memorandum and/or Articles of Association in any
respect without the prior written consent of Hyprop; and
- prior to implementation of the Hyprop Voluntary Bid, no event, change, occurrence,
development, or effect has occurred or could reasonably be expected to occur that, in
the sole discretion of Hyprop (a) has had or would reasonably be expected to have a
material adverse effect on the business, operations, assets, liabilities, financial
condition, or results of operations of the MAS Group or the DJV, and/or (b) results or
would reasonably be expected to result in (i) the acceleration or demand for repayment
of any indebtedness of the MAS Group or the DJV or any of their subsidiaries due to
any contractual provisions being triggered, including but not limited to cross-default or
change of control provisions, or (ii) any material adverse consequence under any
material agreement of the MAS Group, the DJV and/or their subsidiaries, including any
termination, suspension, modification, or loss of material rights or benefits under such
agreement or the creation of adverse obligations or effects for the MAS Group, the DJV
or their subsidiaries.
The dates for fulfilment of any of the conditions may be extended (any number of times) by Hyprop in
its sole discretion. Any condition may be waived by Hyprop in its sole discretion, unless required to be
fulfilled by applicable law and/or regulation.
It is proposed that the Hyprop Voluntary Bid will be implemented after all of the conditions precedent
have been fulfilled or waived (to the extent possible) at which point Hyprop will acquire the MAS shares
tendered and which is currently anticipated to be on or about Friday, 31 October 2025 but not more
than 30 days after the Hyprop Voluntary Bid becomes unconditional (the "Implementation Date").
Acceptance
- Shareholders electing the Share Consideration are alerted to the fact that the Hyprop shares will
be listed on the Implementation Date and that these new Hyprop shares can only be traded from
the Implementation Date.
- Shareholders who accept Hyprop's offer should note that acceptances in respect of the Hyprop
Voluntary Bid are irrevocable and will only fall away if Hyprop withdraws the Hyprop Voluntary Bid
or if, no later than the Long Stop Date, Hyprop has not announced on SENS that the Hyprop
Voluntary Bid has become wholly unconditional. Therefore, once a Shareholder has accepted the
Hyprop Voluntary Bid, they will not be able to trade their MAS shares or Hyprop shares to be issued
pursuant to the Share Consideration, as applicable, until the Hyprop Voluntary Bid is implemented
or, if applicable, their acceptance falls away. In this regard, Hyprop reserves the right to extend the
Closing Date or the Long Stop Date any number of times.
Cash Alternative Scale Back
- If the total elections by accepting Shareholders to receive the Cash Consideration exceed the Cash
Consideration Cap, each accepting Shareholder who has elected to receive the Cash
Consideration (whether in whole or in part) will have their election scaled back on an equitable
basis, as determined by Hyprop in its discretion having regard to Hyprop's objective of acquiring a
controlling interest in MAS (the "Cash Alternative Scale Back").
- To the extent that an accepting Shareholder's election to receive the Cash Consideration is scaled
back pursuant to the Cash Alternative Scale Back, the accepting Shareholder will receive Hyprop
shares in respect of the scaled back portion unless the Shareholder elects to retain its MAS shares
in respect of the scaled back portion. Hyprop states that such Shareholders may expect that an
election to retain MAS shares in respect of the scaled back portion under the Cash Alternative may
result in a lower allocation of Cash Consideration.
Other salient features
- If the Hyprop Voluntary Bid becomes unconditional, Hyprop will issue new Hyprop shares to settle
the Share Consideration; and may issue new Hyprop shares pursuant to the VCP to raise funds to
fund the Cash Consideration. To support the cash portion of the Hyprop Voluntary Bid, Hyprop
raised a total of R808 million via an accelerated book build, as announced on SENS by Hyprop on
Monday, 26 May 2025 and Monday, 2 June 2025; and may utilise its own additional available cash
resources and borrowing facilities as it deems appropriate in its sole discretion.
- Hyprop reserves the right to amend the Cash Consideration and the Cash Consideration Cap
and/or amend the Share Consideration at any time prior to the Closing Date. Any changes to the
Hyprop Voluntary Bid Consideration will only be made while the Hyprop Voluntary Bid is open.
Should there be any changes to the Hyprop Voluntary Bid Consideration, Hyprop will announce
the same on SENS and advise Shareholders what they should do if they have already submitted
their elections. Once the Hyprop Voluntary Bid closes, there will be no changes to the Hyprop
Voluntary Bid Consideration.
- Hyprop intends, in order to ensure equitable treatment of its existing shareholders, to effect a cash
distribution of distributable income accrued (having regard to Hyprop's dividend policy) in respect
of the period commencing on the day following the end of the most recent reporting period (being
30 June 2025 at the date of issue of this document) and ending on the last day of the month
preceding the month in which the Implementation Date falls.
Risks associated with acceptances of the Hyprop Voluntary Bid
With the above features of the Hyprop Voluntary Bid in mind, the Independent Board notes the following
prima facie risks associated with an acceptance of Hyprop's offer. These risks stem primarily from the
structure of the Hyprop Voluntary Bid, which has many unusual features and associated risks, when
compared to traditional, regulated offers and market practice and which grants Hyprop significant
unilateral control.
Offer structure and execution risks – Hyprop's unilateral control
The core risk is that Shareholders are making an irrevocable commitment to an offer where Hyprop
retains the unilateral power to change the terms, timing, and even the strategic outcome of the offer
after Shareholders have accepted Hyprop's offer:
- Potentially indefinite lock-in period: while the initial timeline suggests a three-month period of
uncertainty, the Hyprop Bid Document grants Hyprop the right to extend the offer period or the
Long Stop Date "any number of times". This exposes Shareholders to a potentially indefinite lock-
in period, entirely at Hyprop's discretion, during which Shareholders cannot sell their tendered MAS
shares, trade in the Hyprop shares which they have elected to receive or otherwise react to market
events.
- Risk of a different outcome (waiver of 50% acceptance condition): the Hyprop Bid Document
states that any condition may be waived by Hyprop in its sole discretion. This includes the
cornerstone condition of receiving acceptances for more than 50% of MAS shares. A Shareholder
might accept the offer (especially the Share Consideration) believing they will own shares in a
company that will control MAS, and with the ability to unlock strategic value. However, Hyprop
could waive this condition and proceed with the transaction even with a minority stake (e.g., 40%).
In this scenario, the strategic rationale for accepting the offer is fundamentally different, but the
acceptance remains binding nonetheless. Shareholders would have swapped their MAS shares
for shares in a company that failed to achieve its primary objective listed in the Hyprop Bid
Document.
- Inability to accept a superior offer: because acceptances are irrevocable, Shareholders will be
prevented from accepting a better, competing offer that may emerge during the extended and
uncertain lock-in period, even if the terms of any competing offer are more favourable to
Shareholders.
- Unusual timetable: The timetable under the Hyprop Voluntary Bid contemplates a very short offer
period (currently anticipated to be one week) followed by a period of approximately three months
(and potentially longer) for the satisfaction of the remaining conditions precedent ("If by the Closing
Date Hyprop has received the minimum level of acceptances of the Hyprop Voluntary Bid by MAS
shareholders, Hyprop will proceed towards fulfilment of the remaining conditions precedent to the
Hyprop Voluntary Bid."). It is unusual for a bid or offer to close prior to all conditions to the bid
having been satisfied. For example, under the SA Takeover Provisions (as defined below) offers
must remain open for at least (i) 30 business days after the opening date; and (ii) ten business
days after it becomes unconditional, and the offer consideration must then be settled within six
business days thereafter. The same reasonable principle applies under Maltese regulations (being
also the place and jurisdiction of all and any claims related to this process), where the Capital
Markets Rules provide that "the time allowed for the acceptance of a Bid shall be determined in
the offer document and shall be not less than three weeks nor more than ten weeks from when the
offer document is made available to the public". Also, under the JSE's standard corporate actions
timetable ("JSE Standard Timetable"), conditional offers are required to remain open for
acceptance until all conditions are satisfied (and, in fact, for a period of at least eight business days
thereafter) and subject then only to implementation and payment of the offer consideration within
a few days thereafter (being the first business day after the offer closing date). We note that Hyprop
has decided not to apply the JSE Standard Timetable (and see below regarding the application of
the Listings Requirements and the SA Takeover Provisions) which causes the time pressure
placed on Shareholders. We note further that Hyprop has also reserved a period of up to 30-days
after the Hyprop Voluntary Bid becomes unconditional to implement the Hyprop Voluntary Bid,
which is substantially longer than the periods contemplated under the SA Takeover Provisions or
the JSE Standard Timetable.
Consideration-specific risks – price and form uncertainty
The value and form of the consideration that Shareholders receive are not guaranteed at the point of
their acceptance:
- Hyprop can unilaterally change the Hyprop Voluntary Bid Consideration: this is a major risk.
The definitions for "Cash Consideration" (R24.00), "Cash Consideration Cap" (R800 million), and
"Share Consideration" (0.42224 Hyprop shares) all include clauses allowing for a "higher or
lower" amount to be announced by Hyprop before the Closing Date. Shareholders could
irrevocably accept the offer based on the advertised terms, only for Hyprop to later announce a
lower cash price, a lower share swap ratio, or a smaller cash cap. On the face of it, but subject to
applicable laws (which may not enforce unilateral amendments of contractual terms), Shareholders
may be bound to the revised terms. Although the Hyprop Bid Document states that changes to the
Hyprop Voluntary Bid Consideration will be disclosed and that accepting Shareholders will be
advised of the action to take if there is a change to the consideration, the Hyprop Bid Document
does not clearly outline accepting Shareholders' rights to withdraw their acceptances or vary their
elections in the event that the terms of the Hyprop Voluntary Bid are amended.
- Significant risk of Cash Scale Back: as noted, the Cash Consideration is capped. If
oversubscribed, accepting Shareholders' cash election will be scaled back "as determined by
Hyprop in its discretion". The default is to issue Shareholders with Hyprop shares for the balance,
which may not be a Shareholder's preference and Shareholders will, in that instance, expressly
need to elect to retain their MAS shares.
- Punitive "retain MAS shares" election: the Hyprop Bid Document explicitly warns that electing
to retain a Shareholders' MAS shares in the event of a scale-back "may result in a lower allocation
of cash consideration". This forces a difficult choice with an apparent penalty for trying to avoid
taking on Hyprop shares.
- Exposure to Hyprop's share price volatility: if a Shareholder elects (or is deemed to have
accepted) Hyprop shares, the value of their consideration is tied to Hyprop's share price. Hyprop's
share price will also likely be impacted by the "Clean-out distribution" prior to implementation of the
Hyprop offer. Shareholders are exposed to any decline in Hyprop's share price between their
acceptance and the Implementation Date, when they can start trading those shares. Hyprop is
placing conditions on MAS to preserve the NAV of MAS, but has not given any reciprocal
undertakings. Without these undertakings from Hyprop, the Shareholders could potentially receive
Hyprop shares with a lesser NAV than that contemplated at the date of the Hyprop Voluntary Bid.
Individual Shareholder risks
- Critical loss of liquidity: from the moment of acceptance, Shareholders cannot trade their
tendered MAS shares until the transaction is finalised or terminated at Hyprop's election. Combined
with Hyprop's right to extend deadlines indefinitely, this is not confined to a three-month risk but
one of an unknown and potentially much longer duration.
- Complexity and time pressure: the one-week offer window forces a rapid decision on a highly
complex offer with embedded clauses that shift the risk onto the accepting Shareholder. The risk
of making a decision based on incomplete understanding is very high and the Independent Board
will not have sufficient time available to seek appropriate and customary independent advice on
which to base a recommendation to Shareholders or to make such independent advice available
to Shareholders.
- Significant conditionality: the Hyprop Voluntary Bid is subject to significant conditionality. Some
of these conditions may not be capable of satisfaction (e.g., due to confidentiality restrictions, MAS
is not able to provide Hyprop with copies of the DJV documentation without Prime Kapital's prior
consent, nor may it be possible to satisfy the conditions relating to noteholder, creditor and
contractual counterparty consents; all of which are significantly onerous on MAS) and the
satisfaction of other conditions are entirely left to Hyprop's subjective judgment (e.g., the condition
that there is no material adverse effect). Furthermore, there are several shareholder and regulatory
approvals that Hyprop is or may be required to obtain in order to implement the Hyprop Voluntary
Bid, including in jurisdictions in which it does not currently have a physical presence (e.g.
Romanian Competition Council and Romanian Foreign Direct Investments Committee). There is
no certainty that Hyprop shareholders will support the resolutions required to implement the Hyprop
Voluntary Bid, leaving Shareholders with significant uncertainty, especially considering that some
of the resolutions required to be approved by Hyprop shareholders, require that at least 75% of
the voting rights entitled to be exercised and present at the relevant Hyprop shareholders meeting,
vote in favour thereof, as set out in paragraph 3.1.2.1 of the Hyprop Bid Document.
Regulation of the Hyprop Voluntary Bid
Shareholders are advised that as a result of the Company being (i) incorporated in Malta; and (ii) listed
on the JSE without being registered as a South-African company, the Hyprop Voluntary Bid is not
subject to regulatory approval under the Listings Requirements. The JSE has specifically advised MAS
that it did not approve the Hyprop Bid Document and that, having considered paragraph 16.2(x) of the
Listings Requirements, it concluded that its approval was not required for the publication of the Hyprop
Bid Document and considers the Hyprop Voluntary Bid to be an unregulated corporate action. Similarly,
the Hyprop Voluntary Bid is not subject to the takeover provisions of the South African Companies Act,
read with Chapter 5 of the Companies Regulations (together "SA Takeover Provisions") or the Maltese
Capital Market Rules and therefore not subject either to the oversight of the South African Takeover
Regulation Panel or the Malta Financial Services Authority, respectively.
Engagement with Shareholders
The Independent Board and its advisors will engage Shareholders in respect of the Hyprop Voluntary
Bid. Shareholders are strongly advised to seek informed and appropriate professional advice when
considering the Hyprop Voluntary Bid.
21 July 2025
For further information please contact:
Irina Grigore, MAS P.L.C. +356 27 66 36 91
Valeo Capital, JSE Sponsor +27 21 851 0091
Investec Bank Limited, Corporate Advisor +27 11 291 3269
Webber Wentzel, Legal Advisor
Date: 21-07-2025 05:45:00
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 
