Wrap Text
Sales of Assets, Strategy Update, DJV Governance, Changes to the Board and Withdrawal of Cautionary
MAS P.L.C.
Registered in Malta
Registration number: C99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS", the "Company", or the "Group")
SALES OF ASSETS, STRATEGY UPDATE, DJV GOVERNANCE, CHANGES TO THE BOARD AND
WITHDRAWAL OF CAUTIONARY
INTRODUCTION
MAS is pleased to announce concluding binding agreements in respect of the disposal of various assets
in Romania and Bulgaria, detailed further herein (the "Disposals"). In addition, the Company provides
an update on strategy and governance matters, and changes to the board of directors (the "Board").
STRATEGY UPDATE
MAS has undergone meaningful change in its shareholder structure, governance and strategic
positioning following the voluntary offer made by PK Investments Limited ("PKI") in August 2025.
Since then, the Board has been reconstituted, the Group has strengthened its balance sheet through
the early repayment of the bond due in May 2026, and MAS has repurchased approximately 4.08% of
its issued share capital (excluding shares held in treasury) between 14 October and 23 December 2025.
Following the release of the Group's interim results for the six months ended 31 December 2025, PKI
acquired an additional 65.4 million MAS shares. As a result, PKI and parties deemed to be acting in
concert with PKI for purposes of the Company's articles of association ("PK Parties") now collectively
own more than 61% of MAS' issued share capital (excluding shares held in treasury).
The Disposals mentioned and detailed below are separate transactions, expected to generate
aggregate net proceeds of approximately €216.1 million, after repayment of a bank loan in relation to a
separate secured debt facility and payment of taxes. These transactions form part of a broader and
deliberate repositioning of MAS' capital base and investment strategy.
Historically, MAS has focused on real estate investments within a defined set of geographies. While
those investments have generated sustained value over time, the Board believes the Company's future
opportunities need not be constrained by either asset class or geography. Capital, allocated rationally
and patiently, will be directed towards opportunities where the prospects for long-term compounding
are most attractive.
Accordingly, MAS intends to broaden its investment activities selectively beyond real estate and beyond
the markets in which the Group has historically operated. Capital released from disposals, together with
retained earnings, will be redeployed into opportunities that offer superior long-term risk-adjusted
returns.
The Group will continue to maintain prudent liquidity levels, including sufficient resources to meet its
remaining commitments to the Development Joint Venture ("DJV").
The Board's approach to capital allocation will remain disciplined. The Group is not compelled to invest
simply because capital is available. Opportunities will be evaluated carefully, with emphasis placed on
quality, durability, downside protection and long-term value creation. There may be periods where
meaningful capital remains undeployed while suitable investments are assessed. Although this may
affect short-term earnings, the Board believes patience and selectivity are essential to achieving
superior long-term outcomes for shareholders.
The Board believes this approach will, over time, strengthen the resilience, flexibility and long-term
earnings capacity of the Group.
DJV GOVERNANCE
During 2025, certain minority shareholders raised concerns regarding the governance of DJV and MAS'
compliance with the JSE Listings Requirements in relation to certain DJV matters.
The Board accordingly obtained advice from South African legal counsel on the application of the related
party provisions of the JSE Listings Requirements to approvals given by MAS, as shareholder of DJV,
on matters requiring DJV shareholder approval in terms of the DJV Agreement. Without waiving legal
professional privilege in respect of such advice, the advice obtained from South African legal counsel
is unequivocal: approvals by MAS, in its capacity as a shareholder of DJV, on restricted matters
requiring DJV ordinary shareholder approval under the DJV Agreement, do not constitute an
amendment to the DJV Agreement nor do they otherwise constitute related party transactions under
the JSE Listings Requirements. This includes approvals by MAS regarding changes to DJV's business
strategy to pursue investments beyond real estate and outside DJV's historical operating geographies,
consistent with MAS' own stated strategy, as well as transactions by DJV to which MAS and MAS'
subsidiaries are not a party.
Accordingly, such matters do not require MAS' shareholder approval, nor are they otherwise subject to
the related party provisions of the JSE Listings Requirements. The Board is therefore entitled to
consider and determine such matters, with due regard to its fiduciary duties and the terms of the DJV
Agreement.
CHANGES TO THE BOARD
The Board is pleased to announce the change in role and appointment of Mihail Vasilescu, a current
Non-Executive Director of MAS and a partner at Prime Kapital, as Chief Executive Officer ("CEO") of
MAS with immediate effect. Mr Vasilescu has over 23 years of real estate and financial industry
experience and is an indirect beneficiary of a minority shareholder in Prime Kapital, which he joined at
inception. Before joining Prime Kapital, Mr Vasilescu founded, and was managing partner of, Rampart
Capital, a leading financial advisory company focused on corporate finance raising, debt restructuring
and mergers and acquisitions advisory. Prior to this, he gained substantial experience in the Romanian
banking industry, via his roles as Head of Project Finance for Banca Romaneasca and associate
relationship manager for Bancpost.
The Board thanks Irina Grigore for her leadership and service in the capacity as CEO from 21 April
2022, and is pleased to confirm that Ms Grigore will continue with the Group in the role of Chief Financial
Officer, the role that she fulfilled prior to her appointment as CEO, also with immediate effect.
Amendments to Board's committees resulting from the above changes in roles will be considered by
the Board and announced in due course.
DISPOSAL OF SIX ROMANIAN OPEN-AIR MALLS
Shareholders are advised that MAS, through its wholly owned subsidiary, MAS Property Holding SRL
("MAS Prop"), has entered into an agreement (the "VC Transaction") for the sale of shares of eight of
its subsidiaries ("VC SPVs"), holding six open-air malls in Romania (the "VC Properties"), with
representations and warranties limited to those customary for a transaction of this nature. The
purchaser is AFI Europe N.V., a special purpose vehicle held by AFI Properties Ltd ("AFI"), a leading
owner of retail and office properties in Central and Eastern Europe. AFI is listed on the Tel Aviv Stock
Exchange, and its major shareholder is Big Shopping Centers Ltd, which holds 79.9% of AFI's shares.
Completion of the VC Transaction, which is categorised as a Category 2 transaction in terms of the JSE
Listings Requirements and as such is not subject to shareholder approval, is expected by no later than
30 June 2026, and is subject to receiving the approvals of the Romanian Competition Council and the
Committee for Foreign Direct Investments in Romania.
The purchase price for the shares and claims of the VC SPVs ("VC SPVs Sale Price") will be paid in
cash on transfer of ownership of the VC SPVs, which is also the effective date. Based on an expected
transfer date of 30 June 2026, the expected VC SPVs Sale Price is €197.7 million, being the VC
Properties asset value of €281.8 million, less bank loans secured over the VC Properties expected to
be €84.5 million, and adjustment for working capital customary for a transaction of this nature.
Details regarding the VC Properties, which are all classified as retail, on 31 December 2025 are set out
in the table below.
Property name Property Sale SPVs Gross Weighted VC Properties
location lettable Average Valuation
(Romania) area rental (€million)2
(m2)1 (€/m2/mo
nth)
Prahova Value Ploiesti Prahova Value 25,000 15.21 64.9
Centre Centre SRL
Zalau Value Zalau Zalau Value 19,300 17.82 58.9
Centre Centre SRL
Baia Mare Value Baia Mare Baia Mare Value 21,400 13.00 45.5
Centre Centre SRL
Roman Value Roman Roman Value 18,800 16.79 52.0
Centre Centre SRL
Sepsi Value Sfantu Sepsi Value 16,900 14.16 40.9
Centre Gheorghe Centre SRL
Barlad Value Barlad Barlad Value 16,400 13.02 35.2
Centre Centre SRL
Baia Mare Value Baia Mare PK Burgundy SRL 4,300 10.76 6.9
Centre extension
Roman Value Roman PK Almond SRL 3,400 12.49 6.9
Centre extension
Total 125,500 311.2
Notes:
1. Rounded to the nearest hundred square metres.
2. Valuation of the VC Properties on 31 December 2025 is €311.2 million, as independently valued
by Colliers International, Romania (independent registered professional valuers, aligned with
both the International Valuations Standards (IVS) and the standards of The Royal Institution of
Chartered Surveyors (RICS)), which valuation does not take into account deferred tax.
The aggregated net operating income of the VC Properties for the six-month period to 31 December
2025 (extracted from the reviewed condensed consolidated interim financial results for the six months
to 31 December 2025 prepared in terms of International Financial Reporting Standards) is €8.9 million.
DISPOSAL OF GALLERIA BURGAS IN BULGARIA
Shareholders are advised that MAS, through its wholly owned subsidiary, MAS Prop, has entered into
an agreement (the "GB Transaction") for the sale of shares of its subsidiary, Galleria Burgas ead,
holding Galleria Burgas, an enclosed mall in Bulgaria (the "GB Property"), with representations and
warranties limited to those customary for a transaction of this nature. The purchaser is Balkan Retail
N.V., the holding company of Hyprop Investments Limited's ("Hyprop") Eastern European properties.
Hyprop is a retail-focused REIT listed on the JSE and A2X. Further details of Hyprop's beneficial owners
are recorded in its integrated annual report.
Completion of the GB Transaction, which is categorised as a Category 2 transaction in terms of the JSE
Listings Requirements and as such is not subject to shareholder approval, is subject to receiving the
approval of the Commission for Protection of Competition in Bulgaria and approval of the financing
banks for change of control of Galleria Burgas ead, which are expected to be received by 31 July 2026.
The purchase price for the shares of Galleria Burgas ead ("GB SPV Sale Price") will be paid in cash
on transfer of ownership of Galleria Burgas ead, which is also the effective date. Based on an expected
transfer date of 31 July 2026, the expected GB SPV Sale Price is €53.5 million, being the sale value of
the GB Property of €122.2 million, less bank loan secured over the GB Property expected to be €73.3
million, and adjustment for working capital customary for a transaction of this nature.
The GB Property's fair value on 31 December 2025 is €125.4 million, as independently valued by
Colliers International, Bulgaria (independent registered professional valuers, aligned with both the
International Valuations Standards (IVS) and the standards of The Royal Institution of Chartered
Surveyors (RICS)), which valuation does not take into account deferred tax.
The weighted average monthly rental per square metre of the GB Property amounted to €21.93 (on 31
December 2025) and the gross lettable area is 36,700 m2. The net operating income of the GB Property
for the six-month period to 31 December 2025 (extracted from the reviewed condensed consolidated
interim financial results for the six months to 31 December 2025 prepared in terms of International
Financial Reporting Standards) is €4.8 million.
TRANSACTIONS RATIONALE AND APPLICATION OF PROCEEDS
The Disposals release capital for deployment to opportunities expected to deliver superior long-term
risk-adjusted returns, consistent with the Company's investment strategy set out above. Transaction
proceeds will, accordingly, be redeployed in line with this strategy, the timing of which will depend on
the availability of suitable opportunities.
WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcement released on 12 May 2026 and are advised
that the cautionary announcement is hereby withdrawn and caution is no longer required when dealing
in the Company's securities.
22 May 2026
For further information please contact:
PSG Capital, JSE Sponsor +27 (0)10 978 2434
The Nielsen Network, Investor Relations +27 (0)82 597 0140
Date: 22-05-2026 10:45:00
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