Stock Exchange News Service

Disposal of investment properties to the value of €175.2 million in Germany and the UK

MAS Real Estate Inc.
Registered in the British Virgin Islands
Registration number 1750199
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
(“MAS” or “the Company”)


DISPOSAL OF INVESTMENT PROPERTIES TO THE VALUE OF €175.2 MILLION IN GERMANY AND THE UK


INTRODUCTION

Shareholders are advised that MAS, through its wholly owned subsidiaries, Brandenburg Retail Capital S.a.r.l.,
Magdeburg Retail Capital S.a.r.l., Leipzig Retail Capital S.a.r.l. and Instrumento Capital S.a.r.l., has entered into
an agreement (“the transaction”) for the sale of 23 of its convenience retail properties located in Germany (“the
properties”). The purchasers are CC Real Estate Asset 5 GmbH & Co. KG and CC Real Estate Asset 6 GmbH
& Co. KG, which are two special purpose investment vehicles held by the fund Real Rendite UI - Segment CC
Retail, which is managed by Universal-Investment-Gesellschaft mbH. Captiva GmbH, a leading asset
management group based in Germany, is acting as asset manager to Universal-Investment-Gesellschaft mbH in
this transaction.

RATIONALE FOR THE TRANSACTION

Shareholders are referred to previous announcements in relation to the change in investment strategy involving
the disposal of Western European investment property of the Company and a redeployment of capital to more
attractive investments in Central and Eastern Europe. The transaction is a result, and consistent with the
objectives, of this strategy. The proceeds of the transaction after taxes and mandatory settlements of senior debt
facilities, will be redeployed in line with the above strategy.

SALIENT TERMS OF THE DISPOSAL

The aggregate purchase consideration under the transaction (“sale price”) for the properties is €95 million
(excluding VAT). The net expected cash proceeds from the transaction, post settlement of €45.1 million of secured
debt, transaction costs, tax, early debt repayment penalties and other costs are approximately €44.3 million (final
bank settlement figures are dependent on closing dates) and are broadly in line with expectations regarding net
proceeds as disclosed in the Company’s consolidated financial statements as at 30 June 2020. The Directors are
satisfied that the value of the properties, as determined by the directors of MAS, is consistent with the agreed sale
price. The directors of MAS are not independent or registered as professional valuers or professional associate
valuers in terms of the South African Property Valuers Profession Act No. 47 of 2000 or otherwise.

Completion of the disposal of each property is subject to certain conditions precedent which include compliance
with statutory pre-emptive right procedures in respect of each property which apply under German federal law in
favour of local authorities as well as approval by the applicable German competition authorities. Transaction
closing is expected to occur by 31 March 2021.

Details regarding the properties subject to the transaction:

Name and location of property                            Gross lettable      Average rental           Sale price
                                                             area (m2)*        (€/m2/month)                  (€)
Wiesbaden                                                       11,500                 8.22           20,100,000
Berlin Treptow                                                   1,700                13.73            6,940,000
Freudenstadt                                                     5,900                 5.78            6,480,000
Potsdam                                                          2,000                10.04            5,930,000
Maulburg                                                         4,400                 6.06            5,800,000
Schkeuditz                                                       9,200                 2.97            4,800,000
Berlin Spandau                                                   1,400                 13.3            4,780,000
Holzminden                                                       1,900                10.08            4,700,000
Magdeburg                                                        8,400                 2.73            4,700,000
Panketal                                                         1,700                10.89            4,540,000
Wernigerode                                                      6,500                 3.42            4,180,000
Mullrose                                                         1,700                12.28            4,100,000
Sandersdorf-Brehna                                               1,600                10.19            3,650,000
Soltau                                                           5,400                 2.64            2,450,000
Haldensleben                                                     1,500                 6.81            2,150,000
Nebra                                                            1,400                  7.6            1,850,000
Oldisleben                                                       1,000                 8.77            1,300,000
Groningen                                                        1,200                 5.97            1,200,000
Nienburg                                                         1,000                 7.71            1,200,000
Sangerhausen                                                       900                 7.97            1,200,000
Raguhn                                                             900                 7.82            1,100,000
Thale-Neinstedt                                                    700                 8.76              950,000
Wilhelmshaven                                                    1,100                 5.71              900,000
Total                                                           73,000                                95,000,000
*rounded to the nearest hundred square metres

The aggregated net operating income of the properties for the financial year ending on 30 June 2020 (extracted
from the audited consolidated annual financial statements for the year ended 30 June 2020 prepared in terms of
International Financial Reporting Standards) was €5.4 million.

The transaction is implemented as an asset sale with limited representations and warranties, consistent with
general practice for a transaction of this type, provided by each selling subsidiary.

CATEGORISATION OF THE TRANSACTION

The transaction is categorised as a Category 2 transaction in terms of the JSE Listings Requirements and as such
is not subject to shareholder approval.

OTHER TRANSACTIONS EXECUTED

In addition to the above transaction, shareholders are advised that since the voluntary trade update of 
10 December 2020, MAS has entered into four separate agreements for the sale of the following assets, which
disposals are not categorisable in terms of JSE Listings Requirements:

Location of property                                              Sector
Munich (Germany)                                  Industrial & Logistics
Braunschweig (Germany)                                            Retail
Chippenham (UK)                                   Industrial & Logistics
Lehrte (Germany)                                                  Retail

The aggregate purchase consideration for all four properties is approximately €80.2 million (excluding VAT). The
net expected proceeds from these transactions, post settlement of approximately €32.4 million of secured debt,
transaction costs, tax, early debt repayment penalties and other costs are approximately €42 million (final bank
settlement figures are dependent on closing dates) and are broadly in line with expectations regarding net
proceeds as disclosed in the Company’s consolidated financial statements as at 30 June 2020.

Completion of the disposal the Chippenham (UK) property took place on 18 December 2020. Completion of the
disposal of each of the above three German properties is subject to certain conditions precedent which include
compliance with statutory pre-emptive right procedures in respect of each property which apply under German
federal law in favour of local authorities. Transaction closing for the above three German assets is also expected
to occur by 31 March 2021.


21 December 2020

For further information please contact:
Dan Petrisor, MAS Real Estate Inc.               +40 741 184 921
Java Capital, JSE Sponsor                        +27 11 722 3050

Date: 21-12-2020 05:30:00

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