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MAS REAL ESTATE INC - Accelerated Book Build

Release Date: 17/03/2017 08:56
Code(s): MSP     PDF:  
Wrap Text
Accelerated Book Build

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”)


ACCELERATED BOOK BUILD


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Shareholders are referred to the Company’s condensed consolidated interim financial statements and results
presentation for the six-month period ended 31 December 2016 wherein it referred to its high quality development
pipeline across western Europe and its expansion into Central and Eastern Europe (“CEE”) in two joint ventures with
Prime Kapital, a development joint venture and a co-investment joint venture focused on income-generating assets.
MAS proposes raising capital in order to partly fund the pipeline and to position itself for investment pursuant to its
CEE strategy.

Accordingly, MAS announces an equity raise through the issue of new ordinary shares (“equity raise”). The equity
raise is subject to pricing acceptable to MAS.

The equity raise will be offered to qualifying investors through a book build process (the “book build”). Only qualifying
investors are invited to participate in the book build. Investors may elect to subscribe for ordinary shares on the South
African register in ZAR or elect to subscribe for shares on the Luxembourg register in EUR. The book build is now
open and the Company reserves the right to close it at any time hereafter. Pricing and allocations will be announced
as soon as is reasonably practicable following the closing of the book build.

The new shares, when issued, will be credited as fully paid and will rank pari passu in all respects with existing MAS
shares in issue and will be fully fungible with effect from listing. The shares will be issued ex entitlement to the interim
distribution for the six months ended 31 December 2016. Shareholders are referred to the announcement released on
Monday, 13 March 2017 in this regard.

Java Capital is acting as sole bookrunner.

For further information relating to the book build please contact:

Gareth Earl                           Karl Priessnitz
MAS@javacapital.co.za                 MAS@javacapital.co.za
Tel: +27 11 722 3064                  Tel: +27 11 722 3062

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


17 March 2017

The equity raising is not an offer to the public as contemplated under the South African Companies Act, No.71 of 2008
as amended (“Companies Act”), nor an offer of securities in any other jurisdiction. Potential investors are only
permitted to apply for shares with a minimum total acquisition cost, per single addressee acting as principal, of greater
than or equal to ZAR1,000,000, unless the potential investor is a person, acting as principal, whose ordinary business,
or part of whose ordinary business, is to deal in securities, whether as principal or agent (in reliance on Section
96(1)(a)(i) and 96(1)(b) of the Companies Act) or such applicant falls within one of the other specified categories of
persons listed in section 96(1) of the Companies Act.

This announcement is not for publication or distribution or release, directly or indirectly, in the United States of
America (including its territories and possessions, any state of the United States and the District of Columbia).

This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered
or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject
to, the registration requirements of the Securities Act. No public offering of securities is being made in the United
States. This announcement does not and is not intended to constitute an offer to the public in South Africa in terms of
the Companies Act. Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or
indirectly in or into the United States, Canada, Australia or Japan.

This announcement is for information purposes only and in member states of the European Economic Area (other
than the United Kingdom) is directed only at persons who are qualified investors (as defined in article 2(1)(e) of EU
directive 2003/71/EC and the relevant implementing rules and regulations adopted by each Member State). In the
United Kingdom, this announcement is directed only at the following persons: investment professionals falling within
article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); and high
net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of
the Order.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by
Java Capital (sole bookrunner and JSE Sponsor) or by any of its respective affiliates or agents as to, or in relation to,
the accuracy or completeness of this announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

FORWARD LOOKING INFORMATION

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the
Company's plans and its current goals and expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement
is a guarantee of future performance and that actual results could differ materially from those contained in the forward-
looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances a number of which are beyond the Company's control. These forward-looking
statements reflect the Company's judgement at the date of this announcement and are not intended to give any
assurance as to future results. Except as required by the JSE Listing Requirements, the rules and regulations of the
Luxembourg Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect
any changes in the Company’s expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.


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: 17/03/2017 08:56:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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