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MAS REAL ESTATE INC - Acceptance of scheme shares in terms of the MAS Share Purchase Scheme

Release Date: 10/03/2017 11:00
Code(s): MSP     PDF:  
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Acceptance of scheme shares in terms of the MAS Share Purchase Scheme

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”)


ACCEPTANCE OF SCHEME SHARES IN TERMS OF THE MAS SHARE PURCHASE SCHEME

Shareholders are advised of the following information relating to the acceptance of loans to acquire scheme shares
pursuant to the MAS Share Purchase Scheme (“the Loans” and “the Share Scheme” respectively) following the
implementation of the Share Scheme approved by shareholders at the annual general meeting held on 17 February 2017.

In terms of the rules of the Share Scheme, Loans to acquire scheme shares are offered to participants on either a
Salaried Variant or Non-salaried Variant. Salaried Variant participants will continue to receive basic salary and normal
employment benefits from the Company as well as a participation in the Share Scheme, with the surplus of distributions
received from the shares over the cost of interest on the Loans being paid to participants semi-annually; while Non-
salaried Variant participants, upon acceptance of the Loans in terms of the Share Scheme, cease immediately to receive
any further remuneration or employment benefits from the Company and shall only receive the Loans to acquire scheme
shares under the Share Scheme, with the surplus of distributions received from the shares over the cost of interest on the
Loans being applied to amortise the loan. The Loans to acquire the scheme shares shall accrue interest at the weighted
average cost of borrowing of the group. Upon issuance of the scheme shares, the participant pledges and cedes all
scheme shares to the Company as security for repayment of the Loan. The scheme shares will unlock to participants in
the Salaried Variant over five years, and in the Non-Salaried Variant over six years

Salaried Variant

The following director accepted Loans to acquire scheme shares in terms of the Salaried Variant of the Share Scheme
through MAS Three Limited, an associate of the director by virtue of his indirect beneficial interest in MAS Three Limited:

Name of director:                                          Jonathan Knight
Transaction date:                                          9 March 2017
Class of securities:                                       Ordinary shares
Number of securities:                                      1,500,000
Price per security:*                                       €1.6386
Total value of transaction/Loan:                           €2,457,900
Nature of transaction:                                     Off-market acceptance of scheme shares offered in terms of the
                                                           Share Scheme
Nature and extent of director’s interest:                 Indirect beneficial
Clearance to deal received:                               Yes
*The price of the scheme shares, being the 5-day volume weighted average price of a share on the JSE immediately preceding the date on which the
scheme shares were offered to participants, was determined on 8 March 2017.

The company secretary accepted Loans to acquire scheme shares in terms of the Salaried Variant of the Share Scheme
through MAS One PCC Limited, an associate of the company secretary by virtue of her indirect beneficial interest in MAS
One PCC Limited:

Name of company secretary:                                 Helen Cullen
Transaction date:                                          9 March 2017
Class of securities:                                       Ordinary shares
Number of securities:                                      500,000
Price per security:*                                       €1.6386
Total value of transaction/Loan:                           €819,300
Nature of transaction:                                     Off-market acceptance of scheme shares offered in terms of the
                                                           Share Scheme
Nature and extent of company secretary’s                  Indirect beneficial
interest:
Clearance to deal received:                               Yes
*The price of the scheme shares, being the 5-day volume weighted average price of a share on the JSE immediately preceding the date on which the
scheme shares were offered to participants, was determined on 8 March 2017.

In addition, other participants in the scheme, who are not directors, have accepted Loans to acquire 1,850,000 shares in
terms of the Salaried Variant of the Share Scheme.
Non-salaried Variant

The following directors accepted Loans to acquire scheme shares in terms of the Non-Salaried Variant of the Share
Scheme through MAS Two PCC Limited, an associate of the directors by virtue of their respective interest in MAS Two
PCC Limited.

Name of director:                                          Lukas Nakos
Transaction date:                                          9 March 2017
Class of securities:                                       Ordinary shares
Number of securities:                                      5,000,000
Price per security:*                                       €1.6386
Total value of transaction/Loan:                           €8,193,000
Nature of transaction:                                     Off-market acceptance of scheme shares offered in terms of the
                                                           Share Scheme
Nature and extent of director’s interest:                 Indirect beneficial
Clearance to deal received:                               Yes
*The price of the scheme shares, being the 5-day volume weighted average price of a share on the JSE immediately preceding the date on which the
scheme shares were offered to participants, was determined on 8 March 2017.

Name of director:                                          Malcolm Levy
Transaction date:                                         9 March 2017
Class of securities:                                       Ordinary shares
Number of securities:                                      4,000,000
Price per security:*                                       €1.6386
Total value of transaction/Loan:                           €6,554,400
Nature of transaction:                                     Off-market acceptance of scheme shares offered in terms of the
                                                           Share Scheme
Nature and extent of director’s interest:                 Indirect beneficial
Clearance to deal received:                               Yes
*The price of the scheme shares, being the 5-day volume weighted average price of a share on the JSE immediately preceding the date on which the
scheme shares were offered to participants, was determined on 8 March 2017.

In accordance with the requirements of the EU Market Abuse Regulation, the notification and public disclosure of
transactions by persons discharging managerial responsibilities and persons closely associated with them is set out
below:

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND
PERSONS CLOSELY ASSOCIATED WITH THEM

1.     Details of the person discharging managerial responsibilities/person closely associated
a)     Name                        MAS Three Limited
2.     Reason for the notification
a)     Position / status            Person Closely Associated with a Person Discharging Managerial Responsibilities
                                    – Jonathan Knight is a director of MAS Real Estate Inc. who has an indirect
                                    beneficial interest in MAS Three Limited.
b)     Initial notification /       Initial notification
       amendment
3.     Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction
       monitor
a)     Name                         MAS Real Estate Inc.
b)     LEI
4.     Details of the transaction(s)
       section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and
       (iv) each place where transactions have been conducted
a)     Description of the financial Ordinary Shares
       instrument, type of
       instrument
       Identification code          ISIN: VGG5884M1041
b)     Nature of the transaction    Off-market acceptance of scheme shares offered in terms of the Share Scheme
c)     Price(s) and volume(s)       Price(s)                                                           Volume(s)
                                    Price per Security: €1.6386                                        1 500 000
d)     Aggregated information

       — Aggregated volume          1 500 000

       — Price                      €1.6386
e)    Date of the transaction       2017-03-09
f)    Place of the transaction      Outside a Trading Venue

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND 
PERSONS CLOSELY ASSOCIATED WITH THEM

1.   Details of the person discharging managerial responsibilities/person closely associated
a)   Name                           MAS One PCC Limited
2.   Reason for the notification
a)   Position / status              Person Closely Associated with a Person Discharging Managerial Responsibilities
                                    – Helen Cullen is the company secretary of MAS Real Estate Inc. who has an
                                    indirect beneficial interest in MAS One PCC Limited.
b)   Initial notification /         Initial notification
     amendment
3.   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction
     monitor
a)   Name                           MAS Real Estate Inc.
b)   LEI
4.   Details of the transaction(s)
     section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)
     each place where transactions have been conducted
a)   Description of the financial   Ordinary Shares
     instrument, type of
     instrument
     Identification code            ISIN: VGG5884M1041
b)   Nature of the transaction      Off-market acceptance of scheme shares offered in terms of the Share Scheme
c)   Price(s) and volume(s)         Price(s)                                                       Volume(s)
                                    Price per Security: €1.6386                                    500 000
d)   Aggregated information
     — Aggregated volume            500 000
     — Price                        €1.6386
e)   Date of the transaction        2017-03-09
f)   Place of the transaction       Outside a Trading Venue

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND 
PERSONS CLOSELY ASSOCIATED WITH THEM

1.   Details of the person discharging managerial responsibilities/person closely associated
a)   Name                           MAS Two PCC Limited
2.   Reason for the notification
a)   Position / status              Person Closely Associated with a Person Discharging Managerial Responsibilities
                                    – Lukas Nakos is a director of MAS Real Estate Inc. who has an indirect
                                    beneficial interest in MAS Two PCC Limited.
b)   Initial notification /         Initial notification
     amendment
3.   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction
     monitor
a)   Name                           MAS Real Estate Inc.
b)   LEI
4.   Details of the transaction(s)
     section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)
     each place where transactions have been conducted
a)   Description of the financial   Ordinary Shares
     instrument, type of
     instrument
     Identification code            ISIN: VGG5884M1041
b)   Nature of the transaction      Off-market acceptance of scheme shares offered in terms of the Share Scheme
c)   Price(s) and volume(s)         Price(s)                                                       Volume(s)
                                    Price per Security: €1.6386                                    5 000 000
d)   Aggregated information
     — Aggregated volume            5 000 000
     — Price                        €1.6386
e)   Date of the transaction        2017-03-09
f)   Place of the transaction       Outside a Trading Venue

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND 
PERSONS CLOSELY ASSOCIATED WITH THEM

1.   Details of the person discharging managerial responsibilities/person closely associated
a)   Name                           MAS Two PCC Limited
2.   Reason for the notification
a)   Position / status              Person Closely Associated with a Person Discharging Managerial Responsibilities
                                    – Malcolm Levy is a director of MAS Real Estate Inc. who has an indirect
                                    beneficial interest in MAS Two PCC Limited
b)   Initial notification /         Initial notification
     amendment
3.   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction
     monitor
a)   Name                           MAS Real Estate Inc.
b)   LEI
4.   Details of the transaction(s)
     section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)
     each place where transactions have been conducted
a)   Description of the financial   Ordinary Shares
     instrument, type of
     instrument
     Identification code            ISIN: VGG5884M1041
b)   Nature of the transaction      Off-market acceptance of scheme shares offered in terms of the Share Scheme
c)   Price(s) and volume(s)         Price(s)                                                        Volume(s)
                                    Price per Security: €1.6386                                     4 000 000
d)   Aggregated information
     — Aggregated volume            4 000 000
     — Price                        €1.6386
e)   Date of the transaction        2017-03-09
f)   Place of the transaction       Outside a Trading Venue

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


10 March 2017

For further information please contact:
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: 10/03/2017 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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