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Abridged private placement memorandum and announcement of capital raising
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”)
ABRIDGED PRIVATE PLACEMENT MEMORANDUM AND ANNOUNCEMENT OF CAPITAL RAISING
1. Introduction
1.1. The information in this abridged private placement memorandum has been extracted from the
private placement memorandum dated 10 February 2014 (the “PPM”) and is not an invitation to
the public to subscribe for shares in MAS. It is issued in compliance with the Luxembourg Stock
Exchange (the “LuxSE”) Rules and Regulations (the “LuxSE Listings Requirements”) and the
JSE Limited (the “JSE”) Listings Requirements for the purposes of providing information to the
public regarding MAS and to provide information to select investors in relation to the private
placement, further details of which are set out below. A potential investor should consult with its
own legal, business and tax advisers to determine the appropriateness and consequences of an
investment in the Company.
1.2. The PPM relates to a private placement of up to approximately 96 659 683 shares of no par value
(the “private placement shares”) in the share capital of MAS at an indicative issue price of
R15.75, or €1.035 per share, thereby raising approximately R1 522 390 000 or approximately
€100 000 000 (before private placement expenses) (the “private placement”). The final issue
price will be determined by demand and will be released on the LuxSE website and SENS on or
before Wednesday, 19 February 2014.
2. Purposes of the private placement
2.1. The purposes of the private placement are to:
- raise additional capital to fund the acquisition of further properties;
- enhance the size of the free float of shareholders on both the Euro-MTF market of the LuxSE
(the “Euro-MTF”) and the Altx of the JSE (the “Altx”), in order to create liquidity in the
Company’s shares; and
- provide existing shareholders with the opportunity to subscribe for additional shares in MAS.
2.2. The board of directors of MAS (the “board” or the “directors”) retain discretion to determine the
final allocation of the private placement proceeds, which will be subject to the approval of the
independent directors, namely J Jansen and R Spencer.
3. Details of the private placement
3.1. The private placement shares will be offered for subscription to existing shareholders in proportion
to their existing shareholding in MAS and in compliance with the pre-emptive rights set out in the
articles of association of MAS. The prescribed period for the offer to existing shareholders
pursuant to the pre-emptive rights will run concurrently with the offer to third parties from the
opening date of the private placement. For the sake of clarity, the rights of existing shareholders
under the pre-emptive rights do not constitute warrants and will not be listed or separately traded
on either the Euro-MTF or the Altx. To the extent that the private placement is not fully subscribed
by existing shareholders, the private placement shares will be offered to new investors.
3.2. Existing shareholders and new investors (“applicants”) that have been invited to apply should do
so by completing the private placement application forms, which are to be sent to them in
accordance with the provisions of the PPM and the instructions contained in the private placement
application forms.
3.3. No offer will be made to the public in respect of the private placement. The private placement is
open to applicants only.
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3.4. Applicants should note that the Rand-denominated subscription consideration will be converted
from Rand to Euro at the closing spot exchange rate on the closing date of the private placement
and that the private placement shares will only be issued on market as listed shares.
3.5. The private placement will not be underwritten.
4. Commitments under the private placement
As at the date of issue of the PPM MAS has received an in-principle commitment in an aggregate amount
of €20 000 000, or approximately R304 478 000. The in-principle commitment is from Argosy Capital
Limited, who has undertaken to invest this amount in the share capital of MAS by way of a subscription for
MAS shares in terms of the private placement.
5. Future capital raisings
It is the intention of the Company to raise additional capital in the coming years. The expansion of the
capital base will be undertaken to exploit continued investment opportunities for the construction of the
Company’s overall portfolio. Subject to regulatory requirements and provided that it makes commercial
sense, the Company will endeavour to give all MAS shareholders an equal opportunity to subscribe for
additional shares in MAS. Detailed announcements will be made to shareholders in this regard as and
when additional capital raisings take place.
6. Prospects
The directors believe that the Company has excellent prospects on the basis of:
6.1. the property portfolio and investment portfolio;
6.2. current market conditions;
6.3. the potential acquisition pipeline detailed in paragraph 9.3 of the PPM; and
6.4. access to future deal flow.
7. Migration of the Altx listing to the Main Board of the JSE
The Company’s current JSE listing is on the Altx. MAS recognises the constraints this places on potential
institutional investors and is intent on migrating its listing to the JSE’s Main Board as soon as
circumstances will allow it do so and the migration may be approved by the JSE.
8. Financial information
8.1. MAS’ unaudited consolidated pro forma statement of financial position as at 31 December
2013 (“Pro Forma Statement”)
8.1.1. The Pro Forma Statement and the explanatory notes thereto are set out in Annexure
7 of the PPM.
8.1.2. The Pro Forma Statement is the responsibility of the directors of MAS and has been
prepared to reflect the anticipated financial position of MAS following the private
placement. The Pro Forma Statement has been prepared for illustrative purposes
only and because of its nature may not fairly represent MAS’ financial position.
8.1.3. The Pro Forma Statement has not been reviewed or reported on by the Company’s
independent auditors.
8.1.4. The Pro Forma Statement has been prepared in compliance with the accounting
policies of MAS.
8.1.5. After the private placement (assuming it is fully subscribed), the pro forma net asset
value per share is expected to equate to 1.027 Euro cents.
8.2. Historical financial information of MAS
8.2.1. The audited consolidated annual financial statements of MAS for the years ended 28
February 2013, 2012 and 2011 are available on the Company’s website:
www.masrei.com. Extracts of the audited consolidated annual financial statements of
MAS for the years ended 28 February 2013, 2012 and 2011 are presented in
Annexure 8 of the PPM.
8.2.2. The unaudited abridged consolidated interim financial statements of MAS for the ten
months ended 31 December 2013 are also presented in Annexure 8 of the PPM.
8.2.3. The compilation, contents and presentation of the financial information in the PPM
and the annexures is the responsibility of the directors.
9. Important dates and times(1)
The important dates and times in respect of the private placement are set out below.
2014
Last day to trade for existing shareholders to be recorded on the share Friday, 14 February
registers to be entitled to participate in the private placement
Final issue price released on the LuxSE website and SENS on or before Wednesday, 19 February
Record date for existing shareholders to participate in the private placement Friday, 21 February
Opening date of the private placement at 09:00 (CET) on Monday, 24 February
Announce the private placement memorandum on the LuxSE website and Monday, 24 February
SENS
Closing date of the private placement at 12:00 (CET) on Wednesday, 26 February
Results of the private placement released on the LuxSE website and SENS Thursday, 27 February
Notification of allotments by Friday, 28 February
Payment of subscription amount and accounts at CSDP, banks or broker Friday, 7 March
updated on or before 08:00 (CET) on
Listing of private placement shares on the Euro-MTF and the Altx at Friday, 7 March
commencement of trade on
Posting of share certificates in respect of certificated shareholders that Friday, 7 March
subscribed for shares in terms of the private placement on
Accounts at CSDP, banks or broker updated in respect of dematerialised Friday, 7 March
shareholders that subscribed for shares in terms of the private placement
on(2)
Refund of any over-subscriptions for applicants subscribing for applicants Monday, 10 March
subscribing for certificated shares (only applicable for applicants on the
Luxembourg share register)
Notes
(1)
All references to time are Central European Time. The above dates and times are subject to change. Any such
amendment will be announced on the LuxSE website (http://www.bourse.lu/Accueil.jsp) and SENS.
(2)
Payment in respect of dematerialised shareholders will be on a delivery versus payment basis.
10. Copies of the PPM
The PPM is available in English only. The PPM is available to applicants on the Company’s website
(www.masrei.com) and hard copies may be obtained from the Company, the Luxembourg legal adviser,
the JSE sponsor and the South African transfer secretaries.
In the PPM an indicative exchange rate of €1:R15.2239 has been used. Applicants should note that the
private placement shares in MAS are Euro-denominated shares which will be issued and trade in Euros on
the Euro-MTF and be registered on the European share register and which will be issued and trade in
Rands on the JSE and be registered on the South African share register. Successful applicants on the
South African share register will receive the number of private placement shares corresponding to the
Rand consideration divided by the Rand final issue price. Successful applicants on the European share
register will receive the number of private placement shares corresponding to the Euro consideration,
divided by the Euro equivalent issue price determined by converting the Rand final issue price to Euros at
the closing exchange rate on the closing date of the private placement. Certain figures stated in the PPM,
including, inter alia, the number of placement shares issued and the market capitalisation of MAS may
vary from the actual figures on listing of the private placement shares, depending on movements in the
exchange rate. The directors of the Company do not believe that any such variations will be material.
However in the event that the variations are material, MAS will announce the details on the LuxSE website
and on SENS. In the event of a significant material variation, the directors of MAS reserve the right to
refuse any application(s), either in whole or in part, or to withdraw the private placement of the shares
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should they, in their sole and absolute discretion, determine that this action is warranted in the
circumstances. The final issue price will be released on the LuxSE website and SENS on or before
Wednesday, 19 February 2014.
In line with the exchange control approval obtained by the Company from the South African Reserve Bank,
the shares will only be allotted and issued to the applicants on the listing date of the private placement
shares and will only be issued on market as listed shares.
10 February 2014
For further information please contact:
Helen Cullen, Company secretary, MAS Real Estate Inc. +44 1624625000
Java Capital, Corporate advisor, bookrunner and JSE sponsor +27 11 2830042
Charl Brand, M Partners, Luxembourg legal advisor +352 263868602
Date: 10/02/2014 08:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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