|
Request to convene a meeting of the shareholders of MAS and conditional offers of undertakings by PK Parties
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS")
LETTER FROM SHAREHOLDER REGARDING A REQUEST TO CONVENE A MEETING OF THE
SHAREHOLDERS OF MAS AND CONDITIONAL OFFERS OF UNDERTAKINGS BY PKI, DJV AND PRIME KAPITAL
1 INTRODUCTION
1.1 MAS hereby informs its shareholders that it received a letter dated 17 June 2025 ("Request
for EGM Letter") from PK Investments Limited ("PKI"), PKM Development Ltd ("DJV") and
Prime Kapital Holdings Ltd ("Prime Kapital") (collectively the "PK Parties") wherein they
informed MAS that PKI, as a shareholder holding more than 15% of MAS' shares and in terms
of Article 12.2 of the articles of association of MAS, requests that the MAS board of directors
("Board") convene a meeting of shareholders by 11 July 2025 ("EGM"). Shareholders would
be requested to consider, and if deemed fit, approve, two ordinary, advisory resolutions
proposed regarding a strategy to unlock shareholder value and to return proceeds to
shareholders, the Enhanced Value Unlock Strategy (as defined in the Request for EGM Letter
as quoted in section 2 below). References in this announcement and the Request for EGM
Letter to the Voluntary Bid are as referred to in announcements issued by MAS on 16 May
2025, 28 May 2025 and 6 June 2025 ("Bid Announcements").
1.2 As the demand is validly requisitioned in terms of MAS' articles of association, the Board is
obliged to call the EGM, and it will do so in accordance with its articles of association. The
Board is considering its views on the contents of the Request for EGM Letter and will provide
these as part of the notice to convene the EGM. Shareholders should further note the
following:
- the Enhanced Value Unlock Resolutions (as defined in the Request for EGM Letter as
quoted in section 2 below) are of an advisory nature only and therefore not binding on the
Company;
- the offers of undertaking provided in paragraphs 4 and 5 of this announcement are
subject, in their entirety, to the EGM being held and the Enhanced Value Unlock
Resolutions being adopted by the requisite majorities of Shareholders on or before 11
July 2025, however there is no certainty that this will be achieved due to the regulatory
processes required to convene the EGM; and
- the acceptance of offers of undertaking provided in paragraphs 4 and 5 of this
announcement by MAS and MAS CEE, will need to be assessed in terms of the JSE
Listings Requirements (if applicable).
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 notice to convene a meeting of
shareholders is distributed by MAS.
2 NOTICE TO CONVENE A MEETING OF THE SHAREHOLDERS OF MAS AND CONDITIONAL
OFFERS OF UNDERTAKINGS BY PKI, DJV AND PRIME KAPITAL
The following matters have been extracted directly from the Request for EGM Letter, without
amendment, save for where indicated in paragraph 2.5 below. Undefined capitalised terms used
in this extract bear the same meaning ascribed to them in the Bid Announcements.
"2 BACKGROUND TO AND PURPOSE OF THIS LETTER
2.1 As previously communicated to MAS in the Second Increase Letter, PKI's strategic objective
as a Shareholder of MAS following the implementation of the Voluntary Bid, is to obtain control
of MAS with the intention of unlocking MAS shareholder value by ensuring that –
2.1.1 MAS initiates and implements, where warranted, additional asset management initiatives,
improvements and extensions to MAS' directly held properties (the "Asset
Optimisations") as well as a structured and commercially driven realisation of such assets
(the "Proposed Asset Realisation") with the overarching aim of maximizing returns for
Shareholders. The Proposed Asset Realisation is anticipated to be completed within a 5-
year period following the implementation of the Voluntary Bid ("Realisation Period"); and
2.1.2 the net proceeds of the Asset Optimisations and Proposed Asset Realisation are returned
to the Shareholders, either through distributions or Share repurchases.
2.2 PKI also made it clear that it does not intend to delist MAS from the JSE, or acquire further
Shares during the Realisation Period if following the implementation of the Voluntary Bid, the
PK Parties hold more than 50% of the Shares in issue.
2.3 Since the Bid Announcement, PKI has engaged extensively with key Shareholders and has
received constructive and generally positive feedback regarding its strategy to unlock
Shareholder value through the Asset Optimisations and Proposed Asset Realisation, and to
return proceeds to Shareholders (together, the "Value Unlock Strategy"). Notably, some
Shareholders have expressed the view that the Value Unlock Strategy could be successfully
implemented with their support, without the need for requiring PKI to acquire control of MAS.
Certain Shareholders have also raised concerns regarding PKI's intention to obtain control as
a means for implementing the Value Unlock Strategy.
2.4 Taking into account this Shareholder feedback, PKI is proposing an alternative to the
Voluntary Bid. If this alternative is approved by Shareholders prior to the dispatch of the
circular relating to the Voluntary Bid ("Circular"), PKI will refrain from proceeding with the
Voluntary Bid. Under this alternative proposal, DJV will distribute the cash originally
earmarked for the Voluntary Bid (as contemplated in paragraph 4.2.1 below) by way of a
special distribution ("DJV Special Distribution"). Concurrently MAS will be mandated by
Shareholders to pursue an accelerated asset realisation programme; DJV will prioritise
distributions of net earnings from its operating assets and dividends received from MAS ahead
of new investments; and subject to paragraph 4.2.4.2 below, DJV will be wound up 5 years
earlier than currently provided under the existing contractual arrangements (collectively the
"Enhanced Value Unlock Strategy").
2.5 The Enhanced Value Unlock Strategy is expected to unlock significant value currently
inaccessible to Shareholders and to return that value to them. [Note: PKI provided estimates
and projections of same, which have not been included in this announcement as they have
not been verified by the Board.]
2.6 PKI believes that the Enhanced Value Unlock Strategy will enable MAS to recommence with
dividend payments during September 2025.
2.7 PKI and DJV firmly believe that a merger between MAS and another listed entity, or any other
transaction resulting in a change of control of MAS will not address the inherent challenges
currently facing MAS as a result of the strategic inflexibility associated with its investment in
DJV. Nor would such a transaction be capable of delivering the same level of potential returns
as the Enhanced Value Unlock Strategy. As set out in paragraphs 4 and 5 below, the offer of
undertakings provided by PKI, DJV and Prime Kapital in this letter is accordingly conditional,
inter alia, upon there being no change of control in respect of MAS or its underlying business.
2.8 At the same time, recognising the importance of offering Shareholders flexibility in choosing
how value is best unlocked, PKI remains prepared to proceed with the Voluntary Bid should
Shareholders prefer that course. Accordingly, if Shareholders elect not to approve the
resolutions relating to the Enhanced Value Unlock Strategy as proposed herein, PKI will move
forward with the Voluntary Bid as initially contemplated.
3 NOTICE OF REQUEST FOR EXTRAORDINARY GENERAL MEETING IN TERMS OF
ARTICLE 12.2 OF THE MAS ARTICLES
3.1 As a Shareholder holding more than 15% of the Shares in terms of Article 12.2 of the articles
of association of MAS ("MAS Articles"), PKI hereby requests that the MAS Board convene a
meeting of Shareholders ("Extraordinary General Meeting") to consider, and if deemed fit,
approve, the following ordinary resolutions (the "Enhanced Value Unlock Resolutions") –
3.1.1 Ordinary Resolution Number 1
"RESOLVED THAT the board of directors of the Company ("Board") be and is hereby
authorized to initiate and implement a structured and commercially driven realisation of the
assets of MAS for consideration as determined by the Board which is aligned with
independent valuations of such assets (the "Asset Realisation"), with the objective of
completing the Asset Realisation within a 5-year period following the adoption of this
Ordinary Resolution Number 1 and Ordinary Resolution Number 2 below ("Realisation
Period") with the overarching aim of maximising returns for Shareholders."
Purpose of Ordinary Resolution Number 1
The purpose of Ordinary Resolution Number 1 is to provide the Board with a mandate from
Shareholders to initiate and implement the Asset Realisation with the overarching aim of
maximising returns for Shareholders during the Realisation Period.
Ordinary Resolution Number 1 requires the approval of more than 50% of the votes present
and exercised by Shareholders at the Extraordinary General Meeting. No Shareholder is
excluded from voting on Ordinary Resolution Number 1 in terms of the MAS Articles or the
Listings Requirements of the JSE.
3.1.2 Ordinary Resolution Number 2
"RESOLVED THAT the Board be and is hereby authorized to declare and pay special
dividends to return the net proceeds (after providing for debt repayments and MAS'
budgeted working capital and expenditure requirements) of the Asset Realisation and
dividends received from PKM Development Ltd. to the Shareholders (collectively, the
"Special Dividends").
Purpose of Ordinary Resolution Number 2
The purpose of Ordinary Resolution Number 2 is to provide the Board with a mandate from
Shareholders to declare and pay the Special Dividends to Shareholders with the view to
returning value for Shareholders.
Ordinary Resolution Number 2 requires the approval of more than 50% of the votes present
and exercised by Shareholders at the Extraordinary General Meeting. No Shareholder is
excluded from voting on Ordinary Resolution Number 2 in terms of the MAS Articles or the
Listings Requirements of the JSE.
3.2 The offers of undertakings in paragraphs 4 and 5 below are subject, in their entirety, to
the Extraordinary General Meeting being held and the Enhanced Value Unlock
Resolutions being adopted by the requisite majorities of Shareholders on or before 11
July 2025.
4 OFFER OF UNDERTAKINGS BY DJV AND PKI
4.1 For purposes of the offers of undertakings in this paragraph 4 and paragraph 5 –
4.1.1 "Change of Control Event" means any transaction (whether by way of an offer to
Shareholders, agreement with MAS or otherwise) which results in –
4.1.1.1 any person (as defined in the MAS Articles) acquiring 30% or more of the Shares
(excluding treasury Shares) of MAS; or
4.1.1.2 any person (as defined in the MAS Articles) directly or indirectly acquiring control of all
or a majority of the business, assets and/or undertaking of MAS;
4.1.2 "DJVA" means the 2017 Amended and Restated Framework Investment Agreement
concluded between DJV, MAS, MAS CEE and Prime Kapital;
4.1.3 "Enhanced DJV Distribution Waterfall" means, purely for purposes of the offers of
undertakings in paragraphs 4.2.2 and 4.2.4.1 and only in the event that such offers of
undertakings have been accepted and the conditions to such undertakings have been
satisfied, in respect of any distribution of profits or capital (including reserves) made by
DJV to its shareholders, payments made by DJV to MAS CEE in respect of A Preference
Shares or payments made by DJV to PK in respect of development margin –
4.1.3.1 in the first instance, effecting payment to MAS CEE in an amount equal to current and
accrued fixed dividends at a coupon of 5% per annum on the 470,000,000 A Preference
Shares held by MAS CEE in DJV;
4.1.3.2 thereafter, effecting payment to MAS CEE in an amount equal to current and accrued
fixed dividends at a coupon of 2.5% per annum on the 470,000,000 A Preference
Shares held by MAS CEE in DJV and concomitantly therewith payment to Prime Kapital
in an amount equal to current and accrued development margin outstanding to Prime
Kapital; and
4.1.3.3 thereafter effecting payment of the balance to MAS CEE and Prime Kapital as the
holders of DJV's B ordinary shares in the proportions in which they hold DJV's B
ordinary shares, being 40% in respect of MAS CEE and 60% in respect of Prime
Kapital,
it being recorded, for the avoidance of doubt, that DJV shall not on account of this letter
be required to make distributions of profits or capital (including reserves) to its
shareholders in accordance with the "Enhanced DJV Distribution Waterfall" other than
in accordance with the offers of undertakings in paragraphs 4.2.2 and 4.2.4.1 and only in
the event that such offers of undertakings have been accepted and the conditions to such
undertakings have been satisfied;
4.1.4 "MAS CEE" means MAS CEE Holdings Ltd, a wholly owned subsidiary of MAS; and
4.1.5 "Potential Change of Control Event" means any transaction or potential transaction
which is in the public domain (whether publicly announced or otherwise) and which, if
implemented, may result in a Change of Control Event, provided that a "Potential Change
of Control Event" shall cease to be a "Potential Change of Control Event" on the date that
MAS announced on SENS that the "Potential Change of Control Event" has terminated,
failed or lapsed.
4.2 Subject to the approval of the Enhanced Value Unlock Resolutions at the Extraordinary
General Meeting by the requisite majorities of the Shareholders on or before 11 July 2025,
PKI and DJV hereby irrevocably offer to undertake to and in favour of MAS and MAS CEE
to –
4.2.1 provide MAS with written notice that it will not proceed with the Voluntary Bid, on the first
business day after the Extraordinary General Meeting, provided that no Change of Control
Event or Potential Change of Control Event which has not ceased to be a Potential Change
of Control Event, has occurred;
4.2.2 procure that DJV declares distributions in the amount of €110,000,000 originally
earmarked for the Voluntary Bid to the shareholders of DJV in accordance with the
Enhanced DJV Distribution Waterfall (the "DJV Special Distribution") by not later than 30
business days after the date of publication by MAS of its financial results for the year
ending 30 June 2025 (the "DJV Special Distribution Date"), provided that –
4.2.2.1 the obligation to declare the DJV Special Distribution shall lapse and be of no further
force or effect if a Change of Control Event has occurred as at the business day
immediately preceding the DJV Special Distribution Date (or any suspended date
contemplated in paragraph 4.2.2.2 below); and
4.2.2.2 if a Potential Change of Control Event which has not ceased to be a Potential Change
of Control Event has occurred as at the DJV Special Distribution Date, then provided
that the Potential Change of Control Event (or any subsequent Potential Change of
Control Event) cease/s to be a Potential Change of Control Event within 3 months after
the DJV Special Distribution Date, the obligation to declare the DJV Special Distribution
shall be suspended to a date which is not later than 30 business days after the date on
which the last Potential Change of Control Event ceases to be a Potential Change of
Control Event.
Note: The DJV Special Distribution is expected to result in an amount of €72.5 million being
distributed to MAS CEE in accordance with the Enhanced DJV Distribution Waterfall;
4.2.3 provided no Change of Control Event or Potential Change of Control Event which has not
ceased to be Potential Change of Control Event has occurred, consult with other
Shareholders with a view to support the appointment to the MAS Board of additional
directors nominated and/or supported by other Shareholders, or the reconstitution of the
MAS Board if required and supported by other Shareholders;
4.2.4 for as long as (i) no Change of Control Event or Potential Change of Control Event which
has not ceased to be Potential Change of Control Event has occurred, (ii) MAS uses
reasonable commercial endeavours to in good faith implement the Asset Realisation and
declares and pays the Special Dividends in accordance with the Enhanced Value Unlock
Resolutions or otherwise returns capital to Shareholders by way of Shareholder approved
repurchases or otherwise and (iii) MAS has resumed and continues to make payments of
dividends of at least 75% of its distributable income, –
4.2.4.1 procure that the distribution of available profits (including distributions received by DJV
in respect of MAS Shares owned by DJV) by DJV in accordance with the Enhanced
DJV Distribution Waterfall are prioritised over new investments by DJV, and that
distributions by DJV in excess of available profits are also paid in accordance with the
Enhanced DJV Distribution Waterfall; and
4.2.4.2 accept an early termination notice from MAS CEE under the DJVA, effective five years
prior to the current termination date (i.e., 23 March 2030 instead of 23 March 2035),
provided that MAS CEE and MAS simultaneously and irrevocably waive, in favour of
DJV and Prime Kapital, DJV's obligation to redeem 15% of the principal redemption
value of the A Preference Share in consideration for the acceptance by DJV and Prime
Kapital of such early termination notice.
4.3 The offer of undertakings in paragraph 4.2 –
4.3.1 constitutes an offer in favour of MAS and MAS CEE capable of acceptance by both MAS
and MAS CEE (but not only by one of them) at any time by written notice to PKI and DJV
and to Prime Kapital;
4.3.2 shall upon acceptance by both MAS and MAS CEE and satisfaction of any conditions
attached to the offer result in binding undertakings by PKI and DJV; and
4.3.3 shall be governed by the laws of England.
5 OFFER OF UNDERTAKINGS BY PRIME KAPITAL
5.1 Subject to the offer of undertakings in paragraph 4.2 being validly accepted in accordance
with paragraph 4.3, Prime Kapital hereby irrevocably offers to undertake to and in favour of
MAS and MAS CEE to –
5.1.1 not take any action to frustrate or prevent PKI or DJV from fulfilling their obligations in
terms of paragraph 4 above (subject to such obligations being binding and unconditional
in accordance with their terms);
5.1.2 for as long as (i) no Change of Control Event or Potential Change of Control Event which
has not ceased to be Potential Change of Control Event has occurred, (ii) MAS uses
reasonable commercial endeavours to in good faith implement the Asset Realisation and
declares and pays the Special Dividends in accordance with the Enhanced Value Unlock
Resolutions or otherwise returns capital to Shareholders by way of Shareholder approved
repurchases or otherwise and (iii) MAS has resumed and continues to make payments of
dividends of at least 75% of its distributable income –
5.1.2.1 accept an early termination notice from MAS CEE under the DJVA, effective five years
prior to the current termination date (i.e., 23 March 2030 instead of 23 March 2035),
provided that MAS CEE and MAS simultaneously and irrevocably waive, in favour of
DJV and Prime Kapital, DJV's obligation to redeem 15% of the principal redemption
value of the A Preference Share in consideration for the acceptance by DJV and Prime
Kapital of such early termination notice; and
5.1.2.2 use reasonable commercial endeavours to provide advice and assistance in
implementing the Asset Realisation to MAS at MAS' reasonable request and at no cost
to MAS.
5.2 The offer of undertakings in paragraph 5.1 –
5.2.1 constitutes an offer in favour of MAS and MAS CEE capable of acceptance by both MAS
and MAS CEE (but not only by one of them) at any time by written notice to Prime Kapital
and to PKI and DJV;
5.2.2 shall upon acceptance by both MAS and MAS CEE and satisfaction of any conditions
attached to the offer result in binding undertakings by Prime Kapital; and
5.2.3 shall be governed by the laws of England.
6 IMPORTANT NOTICES
6.1 This letter does not purport to be complete or comprehensive or to comprise of all the
information which a Shareholder or a potential investor in PKI may require in order to
determine whether to deal in MAS or PKI securities. Nothing contained in the information in
this letter constitutes investment, legal, tax or other advice. Nothing in this letter should be
viewed, or construed, as "advice" as that term is used in the South African Financial Markets
Act, No 19 of 2012, as amended and/or the South African Financial Advisory and Intermediary
Services Act, No 37 of 2002, as amended and nothing in this letter should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South
Africa.
6.2 This letter includes "forward-looking statements" with respect to the financial condition, results
of operations and business of DJV, PKI, Prime Kapital and MAS, the environment in which
these companies operate and certain plans, strategies and objectives of the management of
such companies. The words "expect", "should", "could", "anticipate", "aim", "intend", "believe",
"projected", "may", "estimate", "potential", "consider" and other similar expressions are
intended to identify forward-looking statements. Indications of, and guidance on, future
earnings and financial position and performance are also forward-looking statements, as well
as statements about market and industry trends, which are based on interpretations of current
market conditions. Such forward-looking statements are not guarantees of future performance
and involve known and unknown risks, significant uncertainties, assumptions, contingencies
and other factors (including those described in this letter), many of which are beyond the
control of PKI, DJV, Prime Kapital and MAS and its related entities and affiliates and its
directors, officers, employees, partners, agents and advisers ("Beneficiaries"), that may
cause actual results or performance of DJV, PKI, Prime Kapital and MAS to differ materially
from those predicted or implied by any forward-looking statements. Under no circumstances
should you rely on the information, opinions or regard the inclusion of forward-looking
statements in this letter as a guarantee of future performance nor should you take into
consideration the unaudited information, opinions and forward-looking statements in
evaluating a current or future investment in PKI or MAS. Such forward-looking statements
speak only as of the date of this letter.
6.3 The information in this letter including, without limitation, any forward-looking statements or
opinions ("Information") may be subject to change without notice, does not purport to be
complete or comprehensive and has been obtained from or based on sources believed by
PKI, Prime Kapital and DJV to be reliable. This letter does not purport to summarise all the
information that an investor should consider when making an investment decision. To the
maximum extent permitted by law, PKI, Prime Kapital, DJV and their respective Beneficiaries
do not make any representation or warranty, express or implied, as to the currency, accuracy,
reliability or completeness of the Information or the accuracy, likelihood of achievement or
reasonableness of any forecasts, prospects or returns contained in, or implied by, the
Information or any part of it and disclaim all responsibility and liability for the Information
(including, without limitation, liability for negligence). The Information includes information
derived from third party sources that has not been independently verified and may constitute
unaudited financial information which has not been audited, reviewed or otherwise reported
on by PKI, Prime Kapital or DJV's external auditors and is inherently uncertain and subject to
contingencies, known and unknown risks and uncertainties and other factors, and may involve
significant elements of subjective judgement. Subject to any obligations under applicable
laws, regulations or securities exchange listing rules, PKI, Prime Kapital, DJV (and their
Beneficiaries) disclaim any obligation to correct or update this information. Nothing contained
in this letter is or may be relied upon as a promise or representation whether as to the past or
the future.
6.4 This letter does not constitute, an invitation, solicitation, recommendation or offer of securities
for subscription, purchase or sale in any jurisdiction.
7 CONCLUSION
7.1 We look forward to collaborating with the MAS Board on the implementation of the Enhanced
Value Unlock Strategy, for the benefit of all Shareholders.
7.2 We are available to discuss any questions or queries that you may have."
18 June 2025
For further information please contact:
Irina Grigore, MAS P.L.C. +356 27 66 36 91
Valeo Capital, Transaction Sponsor +27 21 851 0091
Date: 19-06-2025 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |
|
