Wrap Text
Notice to MAS shareholders in respect of the interim distribution for the six month period ended 31 December 2016
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 MONTH PERIOD ENDED 31 DECEMBER 2016
Introduction
As announced on 27 February 2017, an interim distribution of 2.66 euro cents per share was proposed. Shareholders are now
advised that the board of the Company has approved the interim distribution of 2.66 euro cents per share in respect of the six
month period ended 31 December 2016 (the “Distribution”). The Distribution will be paid 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 2.66 euro cents
per share bears to the reference price (being a five percent discount to the five-day volume weighted average price (“Reference
Price”) of MAS shares on the JSE Limited (“JSE”) on Friday, 10 March 2017). For shareholders on the South African share
register, the euro to rand conversion rate for the calculation of the rand equivalent distribution amount (“Conversion Rate”) will be
announced on Monday, 13 March 2017.
The New Shares will rank pari passu in all respects with the existing shares in the Company.
The rationale for the issue of the New Shares is to afford shareholders the opportunity to increase their shareholding in the
Company and retain the Company’s flexibility on cash resources. The Cash Distribution will be funded from distributable reserves
and the issue of New Shares by way of a return of capital.
As at the date of this announcement, the Company has 380 583 836 ordinary no par value shares in issue.
A notice to MAS shareholders in respect of the Distribution, together with accompanying election forms, has been issued today,
Monday, 6 March 2017.
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
2017
Announcement of euro to rand conversion rate, rand-equivalent distribution and
Reference Price on Monday, 13 March
Last day to trade on the LuxSE and the JSE in order to be eligible for receipt of
the Distribution on Monday, 20 March
Trading commences ex-distribution on the LuxSE and the JSE on Wednesday, 22 March
Announcement of the cash payment due to shareholders in terms of the fractional
entitlement principle Thursday, 23 March
Record date for shareholders recorded on the European and South African share
registers on Friday, 24 March
Closing date for receipt of completed Cash Distribution election forms by no later
than 12:00 CET on Friday, 24 March
Announce results of dividend election on SENS and LuxSE on or about Thursday, 30 March
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, 30 March
Shares can only be traded from their date of issue being Thursday, 30 March
Share certificates may not be dematerialised or rematerialised between Wednesday, 22 March 2017 and Friday, 24 March 2017,
both days included. Shares may not be transferred between registers between Monday, 13 March 2017 and Friday, 24 March
2017, both days included. Dematerialised shareholders should not trade their share entitlements until 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, 24 March 2017 will receive their entitlement in New Shares.
Fractional entitlements for new shares
Trading in the electronic environment does not permit fractions and fractional entitlements. Therefore, where a shareholder will
receive New Shares and has not elected to receive the Cash Distribution, any entitlement which results in a fractional share will be
rounded down to the nearest whole number, with a cash payment (“Cash Payment”) being made to the relevant shareholder in
respect of the fraction. The Cash Payment due to shareholders will be determined with reference to the weighted average traded
price of shares on the JSE (converted to euro at the Conversion Rate for those shareholders on the European register) on
Wednesday, 22 March 2017, less 10%, which amount will be released on SENS on Thursday, 23 March 2017. The receipt of the
Cash Payment may have tax implications for shareholders. For those South African resident shareholders receiving the Cash
Payment, 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 20%, unless an exemption as set out in the South African Income Tax legislation applies.
Tax considerations
There is no withholding tax payable in the British Virgin Islands.
South African resident shareholders
The issue of New Shares by the return of capital and the Cash Distribution may have tax implications for shareholders.
For shareholders receiving the Cash Distribution, such amount may be regarded as a foreign dividend as the cash distribution will
be paid out of the BVI and, if it is, may be subject to South African dividends tax at a rate of 20%, unless an exemption as set out in
the South African Income Tax legislation applies.
The receipt of New Shares from the return of capital 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.
There could however be other tax implications (either immediately or at the time of disposal) so shareholders should seek
independent professional tax advice.
Shareholders residing outside of 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.
6 March 2017
For further information please contact:
Telephone
Sarah King, Acting 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: 06/03/2017 03:03:00 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.
Sharenet Sites 
