Stock Exchange News Service

Acquisition of Attacq’s MAS shares by PKM Development, dealings in securities by an associate of directors

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”)


Shareholders are advised that PKM Development Limited (“PKM Development”) agreed to acquire
28 million MAS shares (“acquisition shares”) (representing 3.94% of MAS’ shares in issue) from AIM
Investco Proprietary Limited, a wholly-owned subsidiary of Attacq Limited (“Attacq”) at 78.5 euro cents
per share (for a total consideration of €21.98 million). The acquisition will be effected by an off-market
block trade when PKM Development’s broker has cleared funds from PKM Development, on or before
24 March 2021.

PKM Development is an associate of MAS that houses the Development Joint Venture (“DJV”) between
Prime Kapital Holdings Limited (“Prime Kapital”) and MAS. PKM Development was established in 2016
with independent governance. MAS owns 40% of the ordinary share capital of PKM Development, an
investment conditional on it irrevocably undertaking to provide preference share capital to PKM
Development on notice of drawdown. On 31 December 2020 MAS had invested €186.7 million in
preference shares and had an obligation of €233.3 million outstanding. MAS’ undertakings to PKM
Development arose prior to Prime Kapital’s founders joining MAS’ Board in November 2019. The
acquisition shares acquired by PKM Development were not offered to MAS and the transaction was
not considered or discussed by MAS’ board of directors prior to the agreement between PKM
Development and Attacq being concluded.

PKM Development is an associate of Martin Slabbert and Victor Semionov, who are the founders of
Prime Kapital. Prime Kapital owns 60% of the ordinary share capital of PKM Development which it took
up in 2016 for €30 million in cash, and, in terms of applicable contractual undertakings and restrictions:
(i) is not permitted to undertake real estate development in CEE outside of PKM Development until the
DJV’s capital commitments are fully drawn and invested or 2025 (end of exclusivity period); (ii)
contributed secured development pipeline to PKM Development at cost; (iii) takes responsibility for
sourcing further developments, and (iv) provides PKM Development with all necessary construction
and development services via integrated in-house platform.

Martin and Victor are directors of MAS since November 2019 (but are not directors of PKM
Development) and have indirect beneficial interests in the acquisition shares via Prime Kapital.

Attacq is a material shareholder of, and related party to MAS in terms of the JSE Listings Requirements.
Consequently, a transaction involving MAS would constitute a specific repurchase from a related party
in terms of the JSE Listings Requirements, requiring MAS shareholder approval by way of a special
resolution (75%) of shareholders, excluding Attacq and its associates.

18 March 2021

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

Date: 18-03-2021 02:01:00

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