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Notice to MAS shareholders in respect of the interim distribution for the six months ended 31 December 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
SEDOL (XLUX): B96VLJ5
SEDOL (ALTX): B96TSD2
JSE share code: MSP
ISIN: VGG5884M1041
(“MAS” or “the Company”)
NOTICE TO MAS SHAREHOLDERS IN RESPECT OF THE INTERIM DISTRIBUTION FOR
THE SIX MONTHS ENDED 31 DECEMBER 2015
Introduction
As announced on 29 February 2016, a final distribution of 2.27 euro cents per share was proposed. Shareholders are
now advised that the board of the Company has approved the interim distribution of 2.27 euro cents per share for the
six months ended 31 December 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 2.27
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, 7 April
2016, converted to euro at the closing exchange rate on the same day, and will be announced on Friday, 8 April 2016.
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, 7 April 2016 and will be announced on
Friday, 8 April 2016. 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 315 773 079 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, 30 March 2016.
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
2016
Announcement of finalisation information including the euro to rand conversion rate
and Ratio Price on Friday, 8 April
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, 15 April
Trading commences ex- distribution on the LuxSE and the JSE on Monday, 18 April
Record date for shareholders recorded on the European and South African share
registers on Friday, 22 April
Closing date for receipt of completed Cash Distribution election forms by no later than
12:00 CET on Friday, 22 April
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 Thursday, 28 April
Announcement on the LuxSE and the JSE of the number of New Shares issued and
listed on Thursday, 28 April
Share certificates may not be dematerialised or rematerialised between Monday, 18 April 2016 and Friday, 22 April
2016, 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, 22 April 2016 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 dual primary listed on the Main Board of the JSE and the Euro MTF Market of the LuxSE.
30 March 2016
For further information please contact:
Helen Cullen, Company Secretary, MAS Real Estate Inc. +44 1624 625 000
Java Capital, JSE Sponsor +27 11 722 3050
Andrew Smith, M Partners, Luxembourg +352 263 868 610
Date: 30/03/2016 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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