MAS REAL ESTATE INC - Agreement reached for acquisition of shares in Karoo I and Karoo II Funds

Agreement reached for acquisition of shares in Karoo I and Karoo II Funds

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”)


AGREEMENT REACHED FOR ACQUISITION OF SHARES IN KAROO I AND KAROO II FUNDS

INTRODUCTION
Shareholders are advised that MAS, which has a primary listing on the Euro MTF market of the
Luxembourg Stock Exchange ("Lux SE") and a secondary listing on the Alternative Exchange of the JSE,
has reached agreement with Attacq Limited (previously known as Atterbury Investment Holdings Limited)
(“Attacq”), subject to the conclusion of formal contracts and the fulfilment of various conditions, to acquire
37 194,542 shares in Karoo Investment Fund S.C.A SICAV-SIF and 9 326,500 shares in Karoo Investment
Fund II S.C.A SICAV-SIF (collectively the "Karoo Funds”) from Attacq or its nominee for a total purchase
consideration of EUR 34 226 562,35* (the "Acquisition”). The Karoo Funds are semi-open ended fixed
maturity funds that have a number of commercial real estate holdings throughout Europe and are currently
listed on the Euro MTF Market of the Lux SE.

RATIONALE FOR THE ACQUISITION
The board of directors of MAS believes that this is an attractive acquisition for the following reasons:
-   The real estate assets owned by the Karoo Funds have unique characteristics that make them
    appealing investments.
-   The NAV of MAS is expected to increase to above EUR 100 million following completion of the
    Acquisition. This significantly improves the operating scale of the business.
-   The deal structure de-risks the Acquisition from MAS’ perspective, with the initial transaction being
    concluded at a discount to the NAV of the Karoo Funds. This discount is expected to unwind over time,
    supporting the income generation of the Company.
-   The cash to be received from the Karoo Funds on redemption will provide MAS with additional
    proceeds for further acquisitions and to continue to grow and diversify its portfolio of assets.
-   The Karoo Funds increase MAS’ exposure to the German and United Kingdom markets in particular.

SALIENT TERMS OF THE ACQUISITION AND CONDITIONS PRECEDENT
The Acquisition has been structured so that an initial purchase price of EUR 34 226 562,35* (the
“Transaction Price”) will be payable on completion of the Acquisition and will be subject to adjustments as
detailed below. The Transaction Price is at a discount to the combined NAV of the Karoo Funds at 30 June
2013, which was EUR 49 421 348* (the “Karoo June 2013 NAV”) and will be settled through the issuance
of 31 987 441* new shares of MAS (“Consideration Shares”).

Upon the earlier of the full redemption and wind-up of the Karoo Funds in 2016, or 3 years from the date of
signature of the Acquisition agreement, an adjustment, determined formulaically, and detailed below, will be
made to the number of Consideration Shares issued to Attacq. This adjustment will depend upon the value
at which the Karoo Funds are ultimately realised, which value will be determined by the fund administrators
of Karoo (the “Realised Price”).

At the point when the Karoo Funds are realised, the Realised Price will be computed and adjustments will
be made as follows:

1. To the extent that the Realised Price is below the Transaction Price, 25% of such deficit shall be
   deemed to be a cost to Attacq, who shall have a corresponding number of Consideration Shares
   bought back by MAS for nil consideration and subsequently cancelled.
2. To the extent that the Realised Price is above the Transaction Price and below 85% of the Karoo June
   2013 NAV on completion of the Acquisition, no further MAS shares will be issued to Attacq.
3. To the extent that the Realised Price is above 85% and below 100% of the Karoo June 2013 NAV on
   completion of the Acquisition, such a surplus shall be deemed to be a benefit to Attacq, who shall be
   issued a corresponding number of additional MAS shares at a price per share equal to the 30-day
   volume weighted average price of a MAS share at the point when the Karoo Funds are realised.
4. To the extent that the Realised Price is above 100% of the Karoo June 2013 NAV on completion of the
   Acquisition, 50% of such further surplus shall be settled through the issue of additional MAS shares to
   Attacq at a price per share equal to the 30-day volume weighted average price of a MAS share at the
   point when the Karoo Funds are realised.

The Acquisition is subject to the conclusion of formal contracts and the fulfilment of various conditions
including the receipt of approvals from the South African Reserve Bank, the Lux SE and the JSE, to the
extent required.

On full implementation of the Acquisition and following the issue of the Consideration Shares, it is expected
that Attacq will hold approximately 47,3% of the issued share capital of MAS.

TOTAL SHARES IN ISSUE
Following the issue of the Consideration Shares, but subject to the adjustments above, MAS will have
104 183 700* shares in issue.

* The euro is the functional currency of the Company and an example rate of EUR/GBP 1,19890 as at
close of business on 2 October 2013 has been used to demonstrate approximate amounts. The actual rate
to be used will, however, be the closing exchange rate on the day before the date of signature and
conclusion of formal contracts. A further update announcement will be made at that time.


3 October 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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