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MAS REAL ESTATE INC - Notice to MAS shareholders in respect of the final distribution for the year ended 30 June 2015

Release Date: 14/10/2015 11:00
Code(s): MSP     PDF:  
Wrap Text
Notice to MAS shareholders in respect of the final distribution for the year ended 30 June 2015

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
JSE share code: MSP
ISIN: VGG5884M1041
(“MAS” or the “Company”)


NOTICE TO MAS SHAREHOLDERS IN RESPECT OF THE FINAL DISTRIBUTION FOR THE YEAR ENDED 30 JUNE 2015


Introduction
As announced on 14 September 2015, a final distribution of 2.20 euro cents per share was proposed. Shareholders
are now advised that the board of the Company has approved the final distribution of 2.20 euro cents per share for the
year ended 30 June 2015 (the “Distribution”). The Distribution will be paid to those entitled to it by way of an issue of
new ordinary shares of no par value in MAS (“New Shares”) credited as fully paid, except for those shareholders who
elect to receive the Distribution by way of a cash payment in lieu of New Shares (the “Cash Distribution”).

The number of New Shares to which shareholders are entitled will be determined with reference to the ratio that 2.20
euro cents per share bears to the relevant share price (the “Ratio Price”). The Ratio Price is a five percent discount to
the five-day volume weighted average price of MAS shares on the JSE at the close of business on Thursday, 22
October 2015, converted to euro at the closing exchange rate on the same day, and will be announced on Friday, 23
October 2015.

For shareholders on the South African share register, the euro to rand conversion rate for the calculation of the rand
equivalent distribution amount will be the closing exchange rate on Thursday, 22 October 2015 and will be announced
on Friday, 23 October 2015. The New Shares will rank pari passu in all respects with the existing shares in the
Company.

The rationale for the issue of New Shares is to afford shareholders the opportunity to increase their shareholding in
the Company and retain the Company’s flexibility on cash resources. In line with the Company’s policy, the
Distribution is funded out of adjusted core income.

As at the date of this announcement, the Company has 291 787 889 ordinary no par value shares in issue.

A notice to MAS shareholders in respect of the Distribution, together with accompanying election forms, has been
posted to shareholders today, Wednesday, 14 October 2015.

Salient dates and times

The salient dates and times of the Distribution for shareholders on the European share register and shareholders on
the South African share register are set out below.

                                                                                                                      2015
Announcement of finalisation information including the euro to rand conversion rate
and ratio price (relevant to shareholders on the South African share register only) on                  Friday, 23 October
Last day to trade on the Luxembourg Stock Exchange (“LuxSE”) and the JSE in order
to be eligible for receipt of the Distribution on                                                       Friday, 30 October
Trading commences ex- distribution on the LuxSE and the JSE on                                          Monday, 2 November
Record date for shareholders recorded on the European and South African share
registers on                                                                                            Friday, 6 November
Closing date for receipt of completed Cash Distribution election forms by no later than
12:00 CET on                                                                                            Friday, 6 November
Share certificates and distribution cheques posted, CREST/CSDP/broker accounts
credited/updated, payment of the Cash Distribution and listing of New Shares on the
LuxSE and JSE on                                                                                    Wednesday, 11 November
Announcement on the LuxSE and the JSE of the number of New Shares issued and
listed on                                                                                           Wednesday, 11 November

Share certificates may not be dematerialised or rematerialised between Monday, 2 November 2015 and Friday, 
6 November 2015, both days included, and transfers between the European and South African share registers may not
take place during that period.

Dematerialised shareholders should not trade their share entitlements until the shares have been updated to their
account with their CSDP or broker.

Shareholders who do not send a duly completed Cash Distribution election form to the Company for receipt by it
before 12:00 CET on Friday, 6 November 2015 will receive their entitlement in New Shares.

Tax considerations

There is no withholding tax payable in the British Virgin Islands.

South African resident shareholders:

The issue of New Shares or the Cash Distribution may have tax implications for shareholders.

The receipt of New Shares by South African resident shareholders will not be classified as a dividend or a foreign
dividend for South African tax purposes and accordingly no South African dividends tax will be levied on the New
Shares. Shareholders should nonetheless seek independent professional tax advice. For those South African resident
shareholders receiving the Cash Distribution, such amount may be regarded as a foreign dividend and if it is, may be
subject to South African dividends tax at a rate of 15%, unless an exemption as set out in the South African Income
Tax legislation applies.

Shareholders residing outside South Africa

The issue of New Shares or the Cash Distribution may have legal or tax implications for shareholders residing outside
of South Africa and such shareholders are advised to obtain appropriate advice from their professional advisers in this
regard.

MAS is listed on the Euro MTF Market of the Luxembourg Stock Exchange and on the Main Board of the JSE.


14 October 2015

For further information please contact:
Helen Cullen, Company Secretary, MAS Real Estate Inc.                              +44 1624 625000
Java Capital, South African corporate advisor and JSE Sponsor                      +27 11 722 3050
Charl Brand, M Partners S.à r.l., Luxembourg                                       +352 263 868 602

Date: 14/10/2015 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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