Posting of circular, notice of shareholders’ meeting and availability of investor presentations
MAS Real Estate Inc.
Registered in the British Virgin Islands
Registration number 1750199
SEDOL (EMTF): B96VLJ5
SEDOL (JSE): B96TSD2
JSE share code: MSP
LEI code: 213800T1TZPGQ7HS4Q13
(“MAS” or “the Company”)
POSTING OF CIRCULAR, NOTICE OF SHAREHOLDERS’ MEETING AND AVAILABILITY OF INVESTOR PRESENTATIONS
Further to the announcement on 5 September 2019, shareholders are advised that the Company will, on Monday, 28 October 2019,
post the following documents to shareholders:
- a circular relating to the acquisition by MAS of Prime Kapital Limited’s (“Prime Kapital”) effective economic
interest in the property investment, development and management operation in respect of PKM CEE Investments
Limited (the "Investment JV"), together with Prime Kapital’s property management platform which provides management
services in respect of the real estate investment property portfolio held by the Investment JV in consideration for
the issue by MAS to Prime Kapital of 67 million MAS shares (the “Transaction”), which includes, inter alia:
- details of the Transaction;
- details relating to the reconstitution of the MAS board of directors;
- a fairness opinion on the Transaction prepared by BDO South Africa Incorporated;
- the financial effects of the Transaction; and
- a notice of shareholders’ meeting.
The circular (including notice of shareholders’ meeting, detailed below) is available in electronic format on the
Company’s website http://www.masrei.com/investor-relations/corporate-documents/.
A shareholders’ meeting will be held at 10:00 a.m. (GMT) / 12:00 p.m. (SA time) on Wednesday, 20 November 2019, at
2nd Floor, Clarendon House, Victoria Street, Douglas, Isle of Man for the purpose of considering and, if deemed fit,
passing the resolutions required to be approved by shareholders in order to approve the Transaction and the reconstitution
of the board.
SALIENT DATES AND TIMES
The salient dates and times relating to the Transaction are as set out below:
Record date to receive the circular and notice of shareholders’ meeting Friday, 18 October
Circular and notice of shareholders’ meeting issued Monday, 28 October
Last day to trade in order to be eligible to participate in and vote at the Tuesday, 12 November
Voting record date Friday, 15 November
Last day to lodge forms of proxy for the shareholders’ meeting by 10:00 a.m. Monday, 18 November
(GMT) / 12:00 p.m. (SA time)
Shareholders’ meeting held at 10:00 a.m. (GMT) / 12:00 p.m. (SA time) Wednesday, 20 November
Results of the shareholders’ meeting released on SENS and the Luxembourg Wednesday, 20 November
Stock Exchange (“LuxSE”) website
Closing date on or about Wednesday, 20 November
Completion date on or about Wednesday, 27 November
Listing of the Consideration Shares on the JSE and listing and admission to Wednesday, 27 November
trading of the Consideration Shares on the Euro MTF market of the LuxSE
expected from the commencement of trade on or about
1. All dates and times in this circular are subject to change. Any changes will be released on SENS and the LuxSE website.
2. The completion of the Transaction is subject to the fulfilment or waiver of various conditions precedent. As fulfilment or waiver
of the conditions precedent is difficult to build into the timetable, the Company has assumed that the conditions precedent will
be fulfilled or waived, as the case may be, on Wednesday, 20 November 2019.
AVAILABILITY OF INVESTOR PRESENTATIONS
Shareholders are further advised that copies of the following presentations to investors are available on the Company’s
- a presentation prepared by MAS providing further details on MAS’ strategy and the Transaction
- a presentation prepared by Prime Kapital providing an overview of Prime Kapital and its joint ventures with
MAS. It also presents Prime Kapital’s views on MAS’ redeployment strategy and the Investment JV, and Prime
Kapital’s perspective on the Transaction (https://www.masrei.com/investor-relations/company-reports/prime-
MAS is listed on the Main Board of the JSE and is listed and admitted to trading on the Euro MTF market of the LuxSE.
25 October 2019
For further information please contact:
Helen Cullen, Company Secretary, MAS Real Estate Inc. +44 1624 625000
Java Capital, South African Corporate Advisor and JSE Sponsor +27 11 722 3050
Harneys Luxembourg, LuxSE Listing Agent +352 278 671 02
Investor Relations, Lizelle du Toit +27 82 465 1244
Date: 25/10/2019 01:00:00
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