Lead independent director, issue of shares in terms of the share scheme, director update, delisting of shares
MAS Real Estate Inc.
Registered in the British Virgin Islands
Registration number 1750199
SEDOL (EMTF): B96VLJ5
SEDOL (JSE): B96TSD2
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS" or "the Company")
APPOINTMENT OF LEAD INDEPENDENT DIRECTOR, ISSUE OF NEW SHARES IN TERMS OF THE
SHARE SCHEME, DIRECTOR UPDATE AND DELISTING OF SHARES
Lead Independent Director
Shareholders are advised that Werner Alberts, a current director of the Company, has been appointed as Lead
Independent Director. This appointment is in line with best practice pursuant to the King IV Report on Corporate
Governance.
Issue of New Shares
Werner Behrens, CEO and Paul Osbourn, CFO have been invited to participate in the MAS Share Purchase
Scheme ("the Share Scheme") to acquire scheme shares ("the Scheme Shares").
In terms of the Share Scheme, loans to acquire Scheme Shares are offered to participants. The distributions
received from the Scheme Shares will be applied to settle the interest on the loan. 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 over five years. The directors have
accepted loans to acquire the Scheme Shares through MAS One PCC Limited, an associate of the directors by
virtue of their indirect beneficial interest in MAS One PCC Limited.
The following awards were made and accepted:
Name of director: Paul Werner Behrens
Transaction date: 25 June 2019
Class of securities: Ordinary shares
Number of securities: 842,980
Price per security: * €1.30 (approximately R21.0835)
Total value of transaction/Loan: €1,095,890
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
Name of director: Paul Keith Osbourn
Transaction date: 25 June 2019
Class of securities: Ordinary shares
Number of securities: 688,147
Price per security: * €1.30 (approximately R21.0835)
Total value of transaction/Loan: € 894,591.10
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 24 June 2019, for the period to Friday 21 June 2019.
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 PERSON
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name1 MAS One PCC Limited
2. Reason for the notification
a) Position / status2 Person Closely Associated with a Person Discharging
Managerial Responsibilities - Paul Werner Behrens is a
director and Chief Executive Officer of MAS Real Estate Inc.
and has an indirect beneficial interest in MAS One PCC
Limited.
b) Initial notification / Initial notification
amendment3
3. Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name4 MAS Real Estate Inc.
b) LEI5 213800T1TZPGQ7HS4Q13
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 6
Identification code7 ISIN: VGG5884M1041
b) Nature of the transaction8 Off-market acceptance of scheme shares offered in terms of
the Share Scheme
c) Price(s) and volume(s)9 Price(s) Volume(s)
€ 1.30 842,980
d) Aggregated information
— Aggregated volume10 842,980
— Price11 € 1.30
e) Date of the transaction12 2019-06-25
f) Place of the transaction13 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) Name1 MAS One PCC Limited
2. Reason for the notification
a) Position / status2 Person Closely Associated with a Person Discharging
Managerial Responsibilities - Paul Keith Osbourn is a
director and the Chief Financial Officer of MAS Real Estate
Inc. and has an indirect beneficial interest in MAS One PCC
Limited
b) Initial notification / Initial notification
amendment3
3. Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name4 MAS Real Estate Inc.
b) LEI5 213800T1TZPGQ7HS4Q13
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 6
Identification code7 ISIN: VGG5884M1041
b) Nature of the transaction8 Off-market acceptance of scheme shares offered in terms of
the Share Scheme
c) Price(s) and volume(s)9 Price(s) Volume(s)
€ 1.30 688,147
d) Aggregated information
— Aggregated volume10 688,147
— Price11 € 1.30
e) Date of the transaction12 2019-06-25
f) Place of the transaction13 Outside a Trading Venue
The additional shares will be listed on 27 June 2019 and, after the listing of the additional shares, the issued
share capital will be 646,874,925 ordinary shares of no par value.
Director Update
With effect from today, Malcolm Levy transitions to the role of non-executive director, as announced on
5 April 2019. Chairman Ron Spencer, on behalf of the board added, “We are delighted to welcome Malcolm to
his new role as a non-executive director and look forward to continue to benefit from his wealth of knowledge
and experience in the business.”
Delisting of Shares
Malcolm Levy’s move to non-executive director also means that he will fully exit the Share Scheme.
Accordingly, shareholders are advised that an application has been made to the JSE Limited ("JSE") and the
Luxembourg Stock Exchange ("LuxSE") for the delisting of 4,000,000 (four million) Scheme Shares in the
Company. Delisting and cancellation of the Scheme Shares is expected to be with effect from 28 June 2019 (or
as soon as possible thereafter, subject to obtaining the necessary regulatory approvals) and the total issued
share capital of the Company after the delisting will be 642 874 925 ordinary shares of no par value.
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) Name1 MAS Two PCC Limited
2. Reason for the notification
a) Position / status2 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
amendment3
3. Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name4 MAS Real Estate Inc.
b) LEI5 213800T1TZPGQ7HS4Q13
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 6
Identification code7 ISIN: VGG5884M1041
b) Nature of the transaction8 Off-market forfeiture of scheme shares in accordance with
the rules of the Share Scheme
c) Price(s) and volume(s)9 Price(s) Volume(s)
Zero 4,000,000
d) Aggregated information
— Aggregated volume10 4,000,000
— Price11 Zero
e) Date of the transaction12 2019-06-25
f) Place of the transaction13 Outside a Trading Venue
MAS is listed on the Main Board of the JSE and is listed and admitted to trading on the Euro MTF market of the
Luxembourg Stock Exchange.
26 June 2019
Helen Cullen, Company Secretary, MAS Real Estate Inc. +44 1624 625000
Java Capital, JSE Sponsor +27 11 722 3050
Harneys, Luxembourg Stock Exchange Listing Agent +352 278 671 02
Investor Relations, Lizelle du Toit +27 82 465 1244
Date: 26/06/2019 03:30:00
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