Notice to MAS shareholders in respect of the interim distribution for the six month period ended 31 December 2017
MAS Real Estate Inc.
Registered in the British Virgin Islands
Registration number 1750199
JSE share code: MSP
ISIN: VGG5884M1041
LEI: 213800T1TZPGQ7HS4Q13
(“MAS” or the “Company”)
NOTICE TO MAS SHAREHOLDERS IN RESPECT OF THE INTERIM DISTRIBUTION FOR THE SIX
MONTH PERIOD ENDED 31 DECEMBER 2017
Introduction
As announced on Monday, 26 February 2018, an interim distribution of 3.58 euro cents per share was
proposed. Shareholders are now advised that the board of the Company has approved the interim distribution
of 3.58 euro cents per share for the six month period ended 31 December 2017 (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 3.58 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 Tuesday,
13 March 2018). 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 Tuesday,
13 March 2018.
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 646 765 786 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, 7 March 2018.
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:
2018
Announcement regarding shareholders election to receive a Cash
Distribution or New Shares Wednesday, 7 March
Announcement of euro to rand Conversion Rate, rand-equivalent
distribution and Reference Price Tuesday, 13 March
Last day to trade on the LuxSE and the JSE in order to be eligible
for receipt of the Distribution Monday, 26 March
Trading commences ex-distribution on the LuxSE and the JSE Tuesday, 27 March
Announcement of the cash payment due to shareholders in terms
of the fractional entitlement principle Wednesday, 28 March
Record date for shareholders recorded on the European and
South African share registers Thursday, 29 March
Closing date for receipt of completed Cash Distribution election
forms by no later than 12:00 CET Thursday, 29 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 Friday, 6 April
Shares can only be traded from their date of issue being Friday, 6 April
Share certificates may not be dematerialised or rematerialised between Tuesday, 27 March 2018 and
Thursday, 29 March 2018, both days included, nor may transfers of shares between sub-registers in Europe
and South Africa take place between Tuesday, 13 March 2018 and Thursday, 29 March 2018, both days
included.
Dematerialised shareholders should not trade their share entitlements until the shares have been updated to
their account with their CSDP or broker on Friday, 6 April 2018.
Shareholders who do not send a duly completed Cash Distribution election form to the Company for receipt by
it before 12:00 CET on Thursday, 29 March 2018 will receive their entitlement in New Shares.
Tax Considerations
General
Shareholders are advised to consult their own tax advisors with regard to their individual tax liability,
circumstances and reporting responsibilities.
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
South African resident shareholders.
For 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 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 listed on the Main Board of the Johannesburg Stock Exchange and is listed and admitted to trading on
the Euro MTF market of the Luxembourg Stock Exchange.
7 March 2018
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, LuxSE listing agent +352 263 868 602
Date: 07/03/2018 11:00:00
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