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Disposal of investment properties in Germany (Heppenheim, Gummersbach, Nordhausen and Donaueschingen)
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 IN GERMANY (HEPPENHEIM, GUMMERSBACH, NORDHAUSEN AND DONAUESCHINGEN)
INTRODUCTION
Shareholders are advised that MAS, through its wholly-owned subsidiaries, Intermezzo Capital S.à r.l., Impromptu
Capital S.à r.l. and Interlude Capital S.à r.l., has entered into an agreement (“the transaction”) for the sale of
four of its DIY retail properties located in Germany (“the properties”). The purchaser is MEAG MUNICH ERGO
Kapitalanlagegesellschaft mbH, a leading asset management group based in Germany.
RATIONALE FOR THE DISPOSAL
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 all the properties is €62,030,000
(excluding VAT). The net expected proceeds from the transaction, post settlement of €30,506,678 million of
secured debt, transaction costs, tax, early debt repayment penalties, costs associated with completion of fire
safety upgrade works and other costs is approximately €24,191,326 (final bank settlement figures are dependent
on closing dates) and is broadly in line with expectations regarding net proceeds as disclosed in the Group’s
audited consolidated annual financial statements for the year ended 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 sales 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 2000 or otherwise.
Completion of the disposal of each property is subject to conditions precedent which, in addition to those usual
for transactions of this nature, include compliance with statutory pre-emptive right procedures in respect of each
property which apply under German federal law in favour of local authorities, and, in respect of the Nordhausen
property, the issuance of a building permit for the fire safety upgrades referred to above. Although structured as
a portfolio transaction, separate completion for each property is possible once the applicable conditions precedent
are met in relation to that property. Transaction closing and effective dates for Heppenheim, Gummersbach and
Donaueschingen are expected to occur by 30 November 2020 and for Nordhausen by 31 March 2021.
Details regarding the properties subject to the transaction:
Location of property Gross lettable Average rental Sale price
area (m2)* €/m2/month (€)
Heppenheim 17,000 8.58 30,263,000
Gummersbach 10,900 7.76 14,630,000
Nordhausen 7,200 5.81 6,985,000
Donaueschingen 8,200 6.85 10,152,000
Total 43,300 62,030,000
*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 €3.5 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.
11 September 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: 11-09-2020 05:31:00
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