MAS PLC - Letter from PK Investments - Increase in cash consideration and maximum cash amount of the intended voluntary bid

Letter from PK Investments - Increase in cash consideration and maximum cash amount of the intended voluntary bid

MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS")


LETTER FROM PK INVESTMENTS LIMITED REGARDING INCREASE IN CASH CONSIDERATION AND MAXIMUM CASH AMOUNT 
OF THE INTENDED VOLUNTARY BID TO ACQUIRE ALL THE SHARES IN MAS

1   INTRODUCTION

1.1     MAS hereby informs its shareholders that, MAS received a letter dated 27 May 2025
        ("Update to Bid Letter") from PK Investments Limited ("PKI"), wherein PKI informed MAS
        that it intends making adjustments to the voluntary offer ("Voluntary Bid") to all shareholders
        of MAS ("Shareholders") to acquire all the shares in the issued share capital of MAS
        ("Shares") not already held by PKI, as referred to in announcement issued by MAS on 16
        May 2025.

1.2     The MAS board of directors is reviewing the contents of the Update to Bid Letter.

1.3     This announcement is for information purposes only. Shareholders are advised that no action
        is required to be taken by them until such time as a Voluntary Bid document is distributed by
        PKI.

2   INCREASE IN THE CASH CONSIDERATION AND MAXIMUM CASH AMOUNT AND RELATED MATTERS AS SET
    OUT IN THE UPDATE TO BID LETTER

    The following matters have been extracted directly from the Update to Bid Letter, without
    amendment. Undefined capitalised terms used in this extract bear the same meaning ascribed
    to them in the announcement issued on 16 May 2025.

    "2       Notification to MAS in respect of the increase to the Cash Consideration and
             Maximum Cash Amount

    2.1      PKI representatives have been meeting with representatives of other MAS
             shareholders, to discuss its Voluntary Bid, which was made by PKI to acquire control
             of MAS with the general objective of maximising returns to DJV shareholders, to enable
             the stable and experienced Prime Kapital Holdings Ltd leadership team to assist MAS
             to address its vulnerabilities and to focus on improved total Shareholder returns, and to
             provide an exit opportunity and value unlock for those Shareholders that do not share
             PKI's vision for MAS' future. Following these discussions, PKI is in the process of
             reviewing its Voluntary Bid.

    2.2      In paragraphs 2.1 and 2.2 of the Bid Letter, PKI reserved the right to increase the Cash
             Consideration and the Maximum Cash Amount at any time prior to the date of the issue
             of the Circular, or if increased after the date of the Circular, at any time prior to the
             Finalization Date. Accordingly, PKI is pleased to notify MAS, by the delivery of this
             letter, that it has resolved to increase the Cash Consideration and the Maximum Cash
             Amount on the basis set out in paragraph 0 of this letter.

    2.3      Pursuant to –

    2.3.1    paragraph 2.1 of the Bid Letter, PKI hereby notifies MAS that the Cash
             Consideration is hereby increased from EUR0.85 per Share to EUR1.10 per
             Share; and

    2.3.2    paragraph 2.2 of the Bid Letter, PKI hereby notifies MAS that it the Maximum Cash
             Amount is hereby increased from EUR40,000,000 to EUR80,000,000,

             provided that PKI reserves the right to further increase the Cash Consideration and/or
             the Maximum Cash Amount by written notice to MAS at any time prior to the issue date
             of the Circular, or if increased after the date of issue of the Circular, at any time prior
             to and including the Finalisation Date.

    2.4      PKI has also reserved right to amend the terms of the Consideration Instruments prior
             to the issue date of the Circular, as set out in paragraph 3.1.3 of the Bid Letter, and
             PKI's rights in this regard remain reserved. PKI is in the process of considering
             amendments and improvements to the terms of the Consideration Instruments and will
             revert with amended terms prior to the issue date of the Circular."

The attention of Shareholders is also drawn to the announcement published on SENS by Hyprop
Investments Limited on 26 May 2025.

28 May 2025

For further information please contact:

Irina Grigore, MAS P.L.C                                +356 27 66 36 91

Java Capital, JSE Sponsor                               +27 (0)78 456 9999

Date: 28-05-2025 09:30:00
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