MAS REAL ESTATE INC - Acquisition of remaining balance of issued shares and loan notes in Artisan Investment Projects 10 Limited

Acquisition of remaining balance of issued shares and loan notes in Artisan Investment Projects 10 Limited

MAS Real Estate Inc.
(formerly MAS plc)
Registered in the British Virgin Islands
Registration number 1750199
Registered as an external company in the Republic of
South Africa
Registration number 2010/000338/10
SEDOL (XLUX): B96VLJ5
SEDOL (ALTX): B96TSD2
JSE share code: MSP
ISIN: VGG5884M1041
(“MAS” or the “Company”)

ACQUISITION OF REMAINING BALANCE OF ISSUED SHARES AND LOAN NOTES IN ARTISAN INVESTMENT PROJECTS 10 LIMITED

INTRODUCTION
Shareholders are advised that MAS, which has a primary listing on the Luxembourg Stock Exchange and a
secondary listing on the Alternative Exchange of the JSE, has, through its wholly-owned subsidiaries MAS (IOM)
Holdings Limited and MAS Mezzi Limited, contracted to acquire the remaining 62,5% of the issued shares and
loan notes in Artisan Investment Projects 10 Limited (“IP 10”) that it did not already own (the “Acquisition”). IP
10 owns the large-scale development on the Royal Mile in Edinburgh, formerly known as Caltongate.

The total purchase consideration payable for the remaining 62,5% of issued shares and loan notes amounts to
GBP6 586 667 (EUR7 719 052*). GBP1 920 000 (EUR2 250 088*) of the purchase consideration is payable in
cash and the balance of the purchase consideration will be settled through the issue, subject to the receipt of
necessary regulatory approvals, of 5 111 182 new shares in MAS (“Consideration Shares”) at an issue price of
EUR1,07 per share.

RATIONALE FOR THE ACQUISITION
The board of MAS believes that having full ownership of the development site presents a substantial opportunity
for investors to benefit from the build out of the most prominent gap site in the Edinburgh old town. Significant
progress has been made with the development, as previously reported by MAS in its reviewed results for the 4
months ended 30 June 2013, and the construction is expected to commence in earnest in the first half of 2014.
The property’s location, in a World Heritage site, provides a unique opportunity for MAS to ultimately develop
and own prime, well-let property positioned between Waverley Station and the Royal Mile.

SALIENT TERMS OF THE ACQUISITION AND CONDITIONS PRECEDENT
The remaining issued shares and loan notes were acquired from three parties, with the effective dates of the
Acquisition from each party being between 9 and 19 August 2013. The only conditions precedent relate to the
necessary regulatory approvals for the issue and listing of the Consideration Shares.

TOTAL SHARES IN ISSUE
The date that the Consideration Shares are expected to be listed and commence trading will be published in due
course. Following the issue of the Consideration Shares, MAS will have 72 196 259 shares in issue.

* Figures are disclosed in euros, the functional currency of the Company. The assumed exchange rate at the
close of business on 15 August 2013 is 0,8533 GBP/EUR.


19 August 2013

For further information please contact:
Helen Cullen, Company Secretary, MAS Real Estate Inc.        +44 1624 625000
Java Capital, JSE Sponsor                                    +27 11 2830042
Charl Brand, M Partners, Luxembourg                          +352 263868602

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