MAS REAL ESTATE INC - Acquisition of investment property, co-investment agreement and withdrawal of cautionary announcement

Acquisition of investment property, co-investment agreement 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”)


ACQUISITION OF INVESTMENT PROPERTY, CO-INVESTMENT AGREEMENT AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


ACQUISITION OF INVESTMENT PROPERTY IN POLAND

In line with the group’s updated strategy of investing across the broader European market, shareholders are
advised that MAS has, through a subsidiary, PKM CEE Investments Limited (“PKM”), signed a sale and
purchase agreement (the “SPA”) to acquire, from Piccadilly Capital Investment sp. Z o.o. (the “vendor”), the
Nova Park mall in Gorzów Wielkopolski, Poland (respectively, “the mall” and “the acquisition”). MAS' effective
economic interest in the acquisition is the equivalent of an 80% direct participation in the performance of the mall
and a 20% participation at the weighted average cost of funding achieved by the acquisition.

RATIONALE AND SALIENT TERMS OF THE ACQUISITION

The purchase price payable for the acquisition is EUR 88,5 million (“purchase price”), with a cash deposit of
EUR 8,85 million paid within three business days of the signature of the SPA and held in escrow. The purchase
price will be paid to the vendor in full on the day preceding the conclusion of final transaction agreements
(namely, once the SPA has become unconditional).

Nova Park is situated in central Gorzów, 150km from Berlin in western Poland. The mall’s current lettable area of
32,580 square metres and 910 parking spaces make it the largest mall in the region. The mall has an estimated
catchment of 370,000 people and has been experiencing growing footfall and growing tenant revenues since its
opening in 2012. The current annual rent roll of approximately EUR 5,8 million is generated from a diversified
mix of high quality tenants including international and national brands Bershka, C&A, CCC, Cropp Town,
Deichman, Douglas, Empik, H&M, Intersport, KFC, Media Expert, Mohito, New Yorker, Piotr i Pavel, Pull&Bear,
Pure Fitness, Reserved, Rossmann, Sephora, Sinsay, Smyk, Stradivarius and Super-Pharm. The weighted
average rental per square metre is EUR 14,40 per month.

Nova Park benefits from excellent visibility and accessibility due to good road and public transport connections
and its location within a short walking distance from the city centre of Gorzów. In addition to the immediate
income being generated from the property, the acquisition provides significant opportunities to enhance the
income stream and strengthen the mall’s dominance through active asset management and a substantial
extension of approximately 6,800 square metres, aligning with the group’s strategy of delivering a growing
income distribution.

The SPA contains standard terms and warranties for a transaction of this nature.

The purchase price reflects the fair value attributed to the mall, as at 17 November 2016, by the directors of
MAS. The directors of MAS are not independent or registered as professional valuers or professional associate
valuers in terms of the South African Property Valuers Profession Act 2000 or otherwise.

The acquisition is categorised as a Category 2 transaction in terms of the JSE Listings Requirements.

CONDITIONS PRECEDENT

In line with local policy, pre-emption rights exist in favour of the local municipality. The pre-emption rights expire
in 30 days from the date of signature of the SPA, after which the acquisition will become unconditional, final
transaction agreements governing the closing and implementation of the acquisition will be concluded and the
acquisition will be effective.

CO-INVESTMENT AGREEMENT WITH PRIME KAPITAL

The acquisition has been undertaken in terms of a long-term co-investment agreement that MAS has entered
into with Prime Kapital Limited (respectively, “Prime Kapital” and “the co-investment agreement”). All future
acquisitions made under this co-investment agreement shall result in the same effective economic interest for
MAS as stated above.

Prime Kapital have sourced and will manage this and future acquisitions going forward under the co-investment
agreement.

WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are advised that the cautionary announcement dated 3 October 2016 is now withdrawn and
shareholders are no longer required to exercise caution when dealing in MAS shares.

MAS is dual primary listed on the Main Board of the JSE and the Euro MTF market of the LuxSE.


18 November 2016

For further information please contact:
                                                                    Telephone
Helen Cullen, Company Secretary, MAS Real Estate Inc.               +44 1624 625 000
Java Capital, South African corporate advisor and JSE sponsor       +27 11 722 3050
Charl Brand, M Partners, Luxembourg                                 +352 263 868 602

Date: 18/11/2016 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.