MAS REAL ESTATE INC - Internalisation of investment adviser, update on migration of JSE listing and withdrawal of cautionary announcement

Internalisation of investment adviser, update on migration of JSE listing and withdrawal of cautionary announcement

MAS Real Estate Inc.
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” or the “MAS group”)


INTERNALISATION OF INVESTMENT ADVISER, UPDATE ON MIGRATION OF JSE LISTING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


INTERNALISATION OF THE INVESTMENT ADVISER
Further to the cautionary announcement issued by the Company on 4 August 2014 in which shareholders were
advised that the board of directors of MAS was exploring the internalisation of the investment management function of
the MAS group, the Company is pleased to announce that it has completed the process of internalisation through the
acquisition of 100% of the issued shares in MAS Property Advisors Limited (“MAS Prop”) for an aggregate purchase
price of EUR25 million (the “acquisition” or “internalisation”).

The acquisition was completed on 15 October 2014 and is effective from that date. The purchase price will be partly
settled by way of a cash payment of EUR12.5 million and the balance will be settled through the issuance of 9,751,326
ordinary shares in the Company at a price per share of EUR1.28188 (a ZAR equivalent of R17.95166 per share) (the
“Consideration Shares”). As part of the internalisation, members of the executive management team of the
Company, or entities related to the management team, will receive Consideration Shares, which shares are subject to
lock-up restrictions with one-third being available for trading on each of the 3rd, 4th and 5th anniversary of the
internalisation. 1,462,699 Consideration Shares will be issued to an associate of Malcolm Levy, and 487,566
Consideration Shares will be issued directly to Jonathan Knight.

RATIONALE FOR THE INTERNALISATION
MAS Prop was established in 2008 for the sole purpose of providing investment advisory services to the MAS group.
This appointment has enhanced the growth and performance of the Company to date. However the board believes
that there are strong benefits to internalising the investment advisory function at this time, including improved
alignment of interests of management, the ability to enhance the yield to investors and improved market perception of
MAS. The executive management has undertaken to remain employed by MAS Prop for a minimum period of 5 years
after the completion date of the acquisition.

The internalisation also facilitates the migration of the Company from the Alternative Exchange (“the AltX”) to the
Main Board of the JSE and potentially increases its ability to raise further capital.

LISTING OF THE CONSIDERATION SHARES
The date that the Consideration Shares are expected to be listed on the Euro MTF Market of the Luxembourg Stock
Exchange (“LuxSE”) and the JSE will be announced in due course. The Consideration Shares shall rank pari passu
with the existing ordinary shares of the Company which are currently in issue.

UPDATE ON MIGRATION OF THE JSE LISTING
The acquisition of the MAS group’s investment adviser was a key step for the Company’s migration of its listing from
the AltX of the JSE to the JSE’s Main Board. In this regard, the Company has already commenced engaging with the
JSE through the Company’s JSE sponsor, Java Capital, for purposes of progressing and finalising the Company’s
migration, which process is anticipated to complete by the end of the 2014 calendar year.

WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this announcement, shareholders are advised that they are no longer required to exercise
caution in respect of the acquisition when dealing in their MAS shares.

MAS has its primary listing on the Euro MTF Market of the LuxSE and a secondary listing on the AltX of the JSE.

16 October 2014

For further information please contact:
Helen Cullen, Company Secretary, MAS Real Estate Inc.                              +44 1624 625 000
Java Capital, South African corporate advisor and JSE Sponsor                      +27 11 283 0042
Charl Brand, M Partners, Luxembourg                                                +352 263 868 602





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