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Posting of circular and notice of shareholders' meeting
MAS plc
Incorporated in the Isle of Man
Registration number 2893V
Registered as an external company in the Republic of South Africa
Registration number 2010/000338/10
JSE share code: MSP
ISIN: IM00B4LFGH00
(“MAS” or the “Company”)
POSTING OF CIRCULAR AND NOTICE OF SHAREHOLDERS’ MEETING
Introduction
MAS, which has its primary listing on the Euro-MTF Market of the Luxembourg Stock Exchange (“LuxSE”) and a secondary listing on the Alternative Exchange of the JSE advises its shareholders
that the Company has today, 15 November 2012, dispatched a circular (the “Circular”) relating to:
- a proposed change of domicile and registered office from the Isle of Man to the British Virgin Islands (“BVI”);
- a proposed change of name to ‘MAS Real Estate Inc.’; and
- the adoption of a new Memorandum and new Articles of Association;
further details of which can be found in the Circular and on the Company website www.masplc.com.
Change of domicile and registered office
Arrangements have begun for a further placing of new shares to increase the scale and diversification of the property portfolio and to enable the Company to take advantage of opportunities which
MAS Property Advisers Limited (the Company’s investment adviser) believes will continue to arise from the tight credit markets in Europe. Existing major shareholders have indicated their support for
a new share issue, but some technical tax and regulatory issues need to be addressed first and the Board considers it to be important to maximise the Company’s flexibility to react rapidly to
opportunities requiring additional capital.
The Board has considered alternative jurisdictions and the related legal, regulatory and tax regimes with its advisers. The Board has decided to recommend to shareholders to vote in favour of the
re-registration of the Company in the BVI. Accordingly, a shareholders’ meeting has been convened, further details of which are set out below.
Change of name
The proposed change in domicile and registered office will be accompanied by a change of name of the Company to ‘MAS Real Estate Inc.’ as there is no provision in BVI company law for a “plc”.
New Articles of Association
The present Articles of Association contain many references to the Isle of Man and were drafted to be compliant with its laws. New Articles of Association are therefore required to be adopted if the
resolution to change the Company’s domicile and registered office is passed. A copy of the proposed New Articles of Association is available on the Company’s website at www.masplc.com and in
hard copy at the Company’s registered offices in the Isle of Man and South Africa.
Shareholders’ meeting
The Circular contains a notice of a meeting of MAS shareholders, which will be held at the Company’s current registered address being 25 Athol Street, Douglas Isle of Man at 11.00 am (GMT) on
Friday, 30 November 2012 to consider and if thought fit, to pass the resolutions necessary to implement the change of domicile, registered office and name and adoption of new Articles of
Association (“Shareholders’ Meeting”).
Salient dates and times
The salient dates and times relating to the proposed change of domicile, registered office and name and adoption of new Articles of Association are set out in the table below. The dates and times
are applicable for shareholders on the European and South African share registers.
Circular (together with Notice of Shareholders’ Meeting and Forms of Proxy) posted to Thursday, 15 November 2012
shareholders on
Announcement relating to the issue of the circular (together with Notice of Thursday, 15 November 2012
Shareholders’ Meeting and Forms of Proxy) released on the LuxSE and SENS on
Record date for shareholders on the European and South African Registers to be Wednesday, 28 November 2012
recorded on the Registers in order to vote at the Shareholders’ Meeting
Latest time and date for return of Forms of Proxy for Shareholders on the European 11.00 a.m. (GMT) on Wednesday,
Register 28 November 2012
Latest time and date for return of Forms of Proxy for Shareholders on the 1.00 p.m. (South African time) on
South African Register Wednesday, 28 November 2012
Shareholders’ Meeting held at 11.00 a.m. (GMT) on Friday,
30 November 2012
Results of the Shareholders’ Meeting released on the LuxSE and SENS on Friday, 30 November 2012
Re-registration effected and update announcement released on the LuxSE and SENS On or around Friday, 14 December 2012
Last date to trade on the JSE under the name ‘MAS plc’ and ISIN;IM00B4LFGH00 on Thursday, 27 December 2012
Trading on the JSE in the new name of ‘MAS Real Estate Inc.’ under the JSE share code: Friday, 28 December 2012
MAS and new ISIN commences on
Record date for shareholders on the European and South African Registers in respect of the Friday, 4 January 2013
change in name and ISIN
Dematerialised shareholders on the European and South African Register will have their Monday, 7 January 2013
Accounts at their CSDP or broker updated on
New certificates will be issued and posted to certificated shareholders Monday, 7 January 2013
Notes:
The above dates and times are subject to change. If any of the above dates and/or times change, the revised dates and/or times will be notified to shareholders by announcement on the LuxSE and
the Stock Exchange News Services of the JSE.
15 November 2012
For further information please contact:
Helen Cullen, Company Secretary, MAS plc +44 1624625000
Java Capital, JSE Sponsor +27 11 2830042
Charl Brand, M Partners, Luxembourg +352 263868
Date: 15/11/2012 04:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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