Try our mobile app
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
(“MAS” or the “Company”)
LETTER FROM PK INVESTMENTS LIMITED REGARDING AN INTENTION TO MAKE A
VOLUNTARY BID TO ACQUIRE ALL THE SHARES IN MAS
1 INTRODUCTION
1.1 MAS hereby informs its shareholders that, MAS received a letter dated 14 May 2025 ("Bid
Letter") from PK Investments Limited ("PKI" or the "Offeror"), wherein PKI informed MAS
that it intends making a 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 ("Bid Shares") for a consideration comprising –
1.1.1 5-year redeemable non-voting preferred shares ("Consideration Instruments"); and/or
1.1.2 cash in an amount equal to EUR0.85 per Share, subject to the maximum cash
acceptances not exceeding the "Maximum Cash Amount" (as defined in paragraph 2
below) ("Cash Consideration")
(collectively, the "Bid Consideration"), subject to the terms and conditions set out in the Bid
Letter, which have been extracted for reference in paragraph 2 of this announcement.
1.2 The MAS board of directors is reviewing the contents of the Bid Letter. Prior to receipt of the
Bid Letter, MAS was not aware of, and did not provide any input on, the terms and conditions
proposed by PKI in the 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.
1.4 PKI is a wholly-owned subsidiary of PKM Development Limited (the “DJV”). PKI indirectly
holds 152 734 004 shares in MAS, being 21.8% of the total issued share capital of MAS
(excluding treasury shares), through PKH Ltd, a wholly-owned subsidiary of PKI. MAS owns
40% of the DJV’s ordinary equity and Prime Kapital Holdings Limited owns 60% of the DJV’s
ordinary equity.
2 TERMS OF THE PROPOSED VOLUNTARY BID AS SET OUT IN THE BID LETTER
The following terms and conditions have been extracted directly from the Bid Letter, without
amendment.
“2 BID CONSIDERATION
2.1 The Bid Consideration will, at the election of Shareholders, be settled –
2.1.1 by PKI issuing, for every Bid Share acquired by PKI pursuant to the Voluntary Bid,
100 Consideration Instruments (such ratio, the "Consideration Instrument Ratio").
Shareholders will be entitled to elect Consideration Instruments in respect of 100%
of the Bid Shares held by them;
2.1.2 by payment of the Cash Consideration; or
2.1.3 by a combination of the Cash Consideration and the Consideration Instruments,
provided that the Offeror reserves the right to increase the Cash Consideration, at any
time prior to the date of the issue of the offer circular to be issued by the Offeror to
Shareholders in respect of the Voluntary Bid ("Circular"), or if increased after the date
of issue of the Circular, at any time prior to the date on which the Bid Conditions in
paragraph 4.1 have been fulfilled or waived, as the case may be (the "Finalisation
Date").
2.2 The Cash Consideration is subject to acceptances not exceeding a total amount of
EUR40,000,000 (the "Maximum Cash Amount"), provided that the Offeror reserves
the right to increase the Maximum Cash Amount, by written notice to the Company at
any time prior to the date of the issue of the Circular, or if increased after the date of
issue of the Circular, at any time prior to and including the Finalisation Date.
2.3 If total acceptances of the Cash Consideration exceed the Maximum Cash Amount,
such acceptances will be scaled back on an equitable basis. Shareholders who elect
the Cash Consideration in respect of some or all of their Bid Shares, will receive
Consideration Instruments as an alternative to any Cash Consideration not received
pursuant to the scaling back of the Cash Consideration, unless such Shareholder has
elected not to receive Consideration Instruments as an alternative.
2.4 The Cash Consideration will be settled in ZAR and converted at the rate of exchange
at which the applicable reference bank that will be specified in the Circular offers to sell
ZAR to purchase EUR ("ZAR EURO Exchange Rate") at the last practical date prior to
the date of the implementation of the Voluntary Bid (the "Bid LPD").
2.5 Subject to the approval of the Financial Surveillance Department of the South African
Reserve Bank ("SARB"), application will be made for the inward listing of the
Consideration Instruments on either the exchange operated by the JSE Limited ("JSE")
or the Cape Town Stock Exchange ("CTSE").
3 TERMS OF THE CONSIDERATION INSTRUMENTS
3.1 General
3.1.1 The Consideration Instruments shall be 5-year non-voting redeemable preferred
shares issued by PKI.
3.1.2 In accordance with the Consideration Instrument Ratio, Shareholders will receive
100 Consideration Instruments per Bid Share sold in terms of the Voluntary Bid. The
initial face value of each Consideration Instrument on the date of issue of that
Consideration Instrument (the "Issue Date") will be a ZAR face value in an amount
equal to EURc0.9 ("EUR Face Value") multiplied by the ZAR EURO Exchange
Rate on the Bid LPD.
3.1.3 The Offeror reserves the right to amend the terms of the Consideration Instruments
prior to the date of issue of the Circular.
3.2 Redemption of Consideration Instruments
3.2.1 Final redemption:
PKI shall redeem the outstanding Consideration Instruments on the 5 th anniversary
of the Issue Date at a redemption price determined in accordance with paragraph
3.3 below.
3.2.2 Voluntary redemption:
3.2.2.1 PKI will be entitled (but not obliged) to redeem, at any time such number of
Consideration Instruments as PKI may in its sole discretion determine, at a
redemption price determined in accordance with paragraph 3.3 and on written
notice to the holders of the Consideration Instruments ("Voluntary
Redemptions").
3.2.2.2 If PKI makes Voluntary Redemptions of some but not all of the outstanding
Consideration Instruments, then PKI shall redeem the Consideration Instruments
pro rata to the total number of outstanding Consideration Instruments.
3.2.3 Cash Distributions:
3.2.3.1 PKI shall not be entitled to make use of any cash distributions received by PKI
from MAS in respect of any of the Shares owned by PKI (including the Shares
held by PKI as at the date of this Bid Letter, all Shares acquired pursuant to the
Voluntary Bid, or any other Shares acquired by PKI) ("Cash Distributions") other
than for purposes of Voluntary Redemptions.
3.2.3.2 Subject to paragraph 3.2.2.2, all Cash Distributions not used for Voluntary
Redemptions by the third anniversary of the Issue Date ("Third Anniversary")
shall be used for Voluntary Redemptions by not later than 21 calendar days after
the Third Anniversary. Any Cash Distributions received after the Third
Anniversary shall similarly be used to make Voluntary Redemptions within 21
calendar days following the date of receipt by PKI of the Cash Distribution.
3.3 Redemption Price
3.3.1 Any redemption of outstanding Consideration Instruments shall be made on the
applicable redemption date (each a "Redemption Date") at the higher of –
3.3.1.1 the "Relevant Percentage" (as defined in paragraph 3.3.3 below) of the sum of
(i) the "Adjusted NAV per Share" and (ii) "Cumulative Distributions per Share"
(each as defined in paragraph 3.4 below), divided by the Consideration
Instrument Ratio; and
3.3.1.2 the "Floor Value" (as defined in paragraph 3.5 below) of each Consideration
Instrument.
3.3.2 The redemption price determined in accordance with paragraph 3.3.1 shall be
settled in ZAR at the ZAR EURO Exchange Rate on the last practical date prior to
the applicable Redemption Date.
3.3.3 The "Relevant Percentage" shall be, in respect of any Redemption Date the
applicable percentage specified in column 2 opposite the date of the Reference
Financials (as defined in paragraph 3.4.2) –
The date of the Reference Financials [column 1] Applicable
percentage
[column 2]
31 December 2024 60.0%
30 June 2025 60.0%
31 December 2025 61.5%
30 June 2026 63.0%
31 December 2026 64.5%
30 June 2027 66.0%
31 December 2027 67.5%
30 June 2028 69.0%
31 December 2028 70.5%
30 June 2029 72.0%
31 December 2029 73.5%
30 June 2030 and after 75.0%
3.4 Adjusted NAV per Share and Cumulative Distributions per Share
3.4.1 The "Cumulative Distributions per Share" is the sum of all distributions (including
Cash Distributions) per Share declared and paid by MAS between the Issue Date
and the Redemption Date.
3.4.2 The "Adjusted NAV per Share" on any day will be equal to (i) the "Adjusted NAV"
(as defined in paragraph 3.4.4 below), divided by (ii) the number of issued Shares
used by MAS to determine the net asset value per Share for IFRS purposes, in each
case based on MAS’ latest publicly available financial statements prepared in terms
of IFRS and available, for the purpose of (A) Voluntary Redemptions, at the time that
PKI provides a notice of redemption in terms of paragraph 3.2.2 or
(B) the final redemption, at the 5th anniversary of the Issue Date ("Reference
Financials").
3.4.3 Appropriate adjustments will be made to the "Cumulative Distributions per Share"
and "Adjusted NAV per Share" to reverse such effects in the event of any Share
consolidations, capitalization issues, Share splits or other Share capital
reorganisations by the Company after the Issue Date.
3.4.4 The "Adjusted NAV" is the equity attributable to owners of the MAS Group (as
defined in paragraph 4.1.5.2 below) as reflected in the consolidated statement of
financial position contained in the Reference Financials ("IFRS NAV"), adjusted by
–
3.4.4.1 deducting the disclosed sum of the preferred equity in PKM Development Limited
("PKMD") and arrears coupon on such preferred equity as reflected in the
Reference Financials, being the sum of preferred equity and arrears coupon
adjusted for any fair valuation or impairment adjustments ("Pref IFRS Value");
3.4.4.2 adding the sum of preferred equity and arrears coupon ("Pref Adjusted Value")
as at the date of the Reference Financials, calculated as the sum of preferred
equity and arrears coupon excluding any fair valuation or impairment
adjustments, multiplied by the applicable percentage as set out in the table below
–
The date of the Reference Financials [column 1] Applicable
percentage
[column 2]
31 December 2024 67.4%
30 June 2025 68.0%
31 December 2025 68.5%
30 June 2026 69.1%
31 December 2026 69.7%
30 June 2027 70.3%
31 December 2027 70.9%
30 June 2028 71.6%
31 December 2028 72.2%
30 June 2029 72.9%
31 December 2029 73.6%
30 June 2030 and after 74.3%
3.4.4.3 adding the deferred taxation liability as reflected in the Reference Financials
(IFRS DTL);
3.4.4.4 deducting the sum of the deferred taxation on each of the Company's assets
(Market DTL), determined individually for each asset based on:
3.4.4.4.1 the book value of that asset as reflected in the Reference Financials less the
fiscal tax base of that asset; multiplied by
3.4.4.4.2 the applicable statutory tax rate as at the date of the Reference Financials;
3.4.4.5 deducting the deferred taxation asset and intangible assets as reflected in the
Reference Financials (IFRS DTAI); and
3.4.4.6 deducting all cash and other distributions which have been declared and paid by
the Company to the extent not already accounted for as a liability by MAS in the
Reference Financials.
3.4.5 The determination of Adjusted NAV and Adjusted NAV per Share will be done by
applying MAS’ accounting policies, including management’s judgements,
accounting estimates and assumptions that affect the application of MAS’
accounting policies, as applied in MAS’ condensed consolidated interim financial
statements for the six-month period to 31 December 2024 prepared in terms of IFRS
("2024 Accounting Principles").
3.4.6 Any changes to the 2024 Accounting Principles after the Issue Date, including from
new standards and amendments or improvements to existing standards and
interpretations of IFRS, or any changes to management’s judgements, accounting
estimates and assumptions that affect the application of the 2024 Accounting
Principles, other than in respect of correction of an error, will be reversed with the
revised accounting treatment applied on a basis consistent with the 2024 Accounting
Principles.
3.5 Floor Value
3.5.1 The EUR Face Value of each Consideration Instrument will increase at a rate equal
to 7% per annum, compounded at the end of every 6 months after the Issue Date
(each a "Calculation Date") and each such increase (the "EUR Face Value
Increase Amount") will notionally form part of the EUR Face Value of the
Consideration Instruments.
3.5.2 Accordingly, the "Floor Value" per Consideration Instrument on any day will be equal
to the sum of –
3.5.2.1 the EUR Face Value of that Consideration Instrument; plus
3.5.2.2 all EUR Face Value Increase Amounts attributable to that Consideration
Instrument on all previous Calculation Dates.
3.6 Security
Details of the security or ring-fencing arrangements which will apply to all Shares owned
by PKI, including all Shares held by PKI as at the date of this Bid Letter, all Shares
acquired by PKI in terms of the Voluntary Bid and any other Shares acquired by PKI,
will be included in the Circular.
3.7 Listing
3.7.1 Subject to the approval of the SARB and the Relevant Exchange (as defined below),
the Consideration Instruments will be listed on a Relevant Exchange under an
approved inward listing in terms of South African Exchange Control. Accordingly,
upon listing of the Consideration Instruments on a Relevant Exchange, South
African institutional investors may invest in the Consideration Instruments using their
permissible foreign portfolio investment allowances, and South African corporates,
trusts, partnerships, and private individuals may invest in the Consideration
Instrument without restriction.
3.7.2 If the approval of the SARB and/or a Relevant Exchange for the listing of the
Consideration Instruments is not obtained, the Offeror shall be entitled to determine,
subject to approval of the SARB, that the Consideration Instruments will be unlisted.
In such case, the South African Exchange Control considerations for Shareholders
applicable to the Consideration Instrument will be included in the Circular.
4 BID CONDITIONS
4.1 The implementation of the Voluntary Bid is subject to the fulfilment or waiver, as
applicable, of the following conditions –
4.1.1 by not later than 17h00 on 31 July 2025, all approvals, consents and/or waivers from
the applicable South African regulatory authorities as may be required in order for
the Voluntary Bid to be implemented have been unconditionally obtained, including,
if and to the extent required, approval/s of the SARB, the JSE and the Companies
and Intellectual Property Commission ("CIPC"), or, to the extent that any such
approval is obtained subject to any condition or qualification, the Offeror confirms in
writing by not later than the said date and time that the condition or qualification is
acceptable to it, in its sole discretion;
4.1.2 by not later than 17h00 on 31 July 2025, the JSE or the CTSE, as applicable (the
"Relevant Exchange") has provided all such approvals as may be necessary for
the listing of the Consideration Instruments, provided that if the Offeror determines,
in its sole discretion, subject to the approval of the SARB, that the Consideration
Instruments will not be listed on an exchange, this Bid Condition will be deemed to
be fulfilled from the date of such determination by the Offeror;
4.1.3 by not later than 17h00 on 31 July 2025, the approval and/or waivers from the
applicable regulatory authorities in Romania, including the approval of the Romanian
Competition Council and of the Romanian Foreign Direct Investments Committee,
have been obtained in order for the Voluntary Bid to be implemented on an
unconditional basis or, to the extent that any such approval is obtained subject to
any condition or qualification, the Offeror confirms in writing by not later than the said
date and time that the condition or qualification is acceptable to it, in its sole
discretion;
4.1.4 by not later than 17h00 on 31 July 2025, confirmation has been obtained by MAS
from the holders of the 6.5% notes issued by MAS Securities B.V. ("Note Issuer")
which are scheduled to be redeemed on 25 April 2029 ("2029 Notes") that they will
not exercise their option to require the Note Issuer to redeem the 2029 Notes in the
event that a “Change of Control Put Event” (as defined in the 2029 Notes) occurs
pursuant to the Voluntary Bid;
4.1.5 by not later than 17h00 on 31 July 2025, confirmation has been obtained by MAS
from a sufficient number of –
4.1.5.1 the holders of the 4.25% notes issued by the Note Issuer which are scheduled to
be redeemed on 19 May 2026 ("2026 Notes") that they will not exercise their
option to require the Note Issuer to redeem the 2026 Notes in the event that a
“Change of Control Put Event” (as defined in the 2026 Notes) occurs pursuant to
the Voluntary Bid; and
4.1.5.2 the counterparties to any credit agreement with MAS or any entity within the MAS
group (each a "MAS Group Company" and collectively the "MAS Group") which
provides for accelerated, mandatorily prepayable or increased payment(s)
pursuant to the implementation of the Voluntary Bid ("Relevant Creditors"), that
the Relevant Creditors will not exercise their rights to such accelerated or
increased payment(s),
such that MAS will have sufficient cash reserves to meet its payment obligations to
all holders of the 2026 Notes and Relevant Creditors who have not provided the
confirmations contemplated in paragraphs 4.1.5.1 and 4.1.5.2 above, and that MAS
has provided the Offeror with proof evidencing such fact;
4.1.6 by not later than 17h00 on 31 July 2025, MAS has delivered to PKI, in a form and
substance acceptable to PKI, an undertaking that, for as long as any Consideration
Instruments are outstanding it will, from time to time, publish together with its IFRS
financial statements all financial information required in connection with the
determination of the redemption price of any Consideration Instrument and that it
will continue to have its consolidated interim financial statements reviewed by MAS
auditors;
4.1.7 as at the close of business on the business day on which the last of the Bid
Conditions contemplated in paragraphs 4.1.1 to 4.1.6 is fulfilled or waived (as
applicable), other than with the prior written consent of the Offeror (which consent
may be granted, conditioned or withheld in the Offeror's sole discretion) –
4.1.7.1 the board of directors of MAS has not declared or made any dividend or other
distribution (as defined in the MAS Articles); and
4.1.7.2 neither MAS nor any MAS Group Company has –
4.1.7.2.1 taken any action which may result in (i) the Voluntary Bid being frustrated or
(ii) the Shareholders being denied an opportunity to decide on the merits of
the Voluntary Bid;
4.1.7.2.2 issued or granted options in respect of any securities (as defined in the MAS
Articles), whether issued or unissued, carrying rights of conversion into or
subscription for other securities, except pursuant to an existing obligations in
terms of a share incentive scheme that has been approved by the
Shareholders in terms of schedule 14 of the Listings Requirements of the JSE;
4.1.7.2.3 entered into any agreement or arrangement, or undertaken to enter into any
such agreement or arrangement, in respect of any acquisition or new
development project or redevelopment or extension of an existing real estate
asset to be undertaken by MAS or by any MAS Group Company;
4.1.7.2.4 entered into any agreement or arrangement, or undertaken to enter into any
such agreement or arrangement, to (i) sell or otherwise dispose of any real
estate asset at below latest reported book value, including (without limitation)
any asset deal, share deal, merger, demerger or any other legal form of
disposal undertaken by MAS or a MAS Group Company which would result in
MAS or that MAS Group Company disposing of the underlying real estate
asset or (ii) create any mortgage rights, encumbrances, or other easements
over any of its assets; or
4.1.7.2.5 entered into contracts otherwise than in the ordinary course of business;
4.1.8 as at the close of business on the business day on which the last of the Bid
Conditions contemplated in paragraphs 4.1.1 to 4.1.6 is fulfilled or waived (as
applicable), none of the following events shall have occurred in respect of MAS or
any MAS Group Company –
4.1.8.1 any corporate action, legal proceedings or other procedure or other step
(including, without limitation, an application to court, proposal of a resolution or
convening of a meeting of shareholders, directors or other officers) is taken by
any person with a view to –
4.1.8.1.1 a moratorium, compromise, composition, business rescue or similar
arrangement with any of its creditors;
4.1.8.1.2 its winding-up, dissolution or commencement of company reconstruction,
company recovery or business rescue proceedings, or for the seeking of relief
under any applicable bankruptcy, insolvency, company or similar law, or any
such resolution;
4.1.8.2 the value of its assets (fairly valued) is less than its liabilities (fairly valued and
taking into account of contingent and prospective liabilities) or it appears that it is
reasonably unlikely that such party will be able to pay its debts as they fall due in
the ordinary course during the ensuing 12-month period; and
4.1.9 as at the close of business on the business day on which the last of the Bid
Conditions contemplated in paragraphs 4.1.1 to 4.1.6 is fulfilled or waived (as
applicable), no "Material Adverse Change" has occurred in respect of the MAS
Group taken as a whole. For the purposes of this Bid Condition, a "Material Adverse
Change" means any circumstance, fact or event, actual or which, in the reasonable
opinion of the Offeror, has arisen or might reasonably be expected to arise after the
date of this Bid Letter which, alone or together with any other circumstance, fact or
event, which has arisen or which might reasonably be expected to arise has, or is
reasonably be expected to have, the effect of being materially adverse with regard
to the operations, continued existence, business, condition, assets and/or liabilities
of the MAS Group (as existing or carried on as of the date of this Bid Letter),
(each a "Bid Condition").
4.2 Each of the Bid Conditions, save for those regulatory conditions which may not be
legally waived, is capable of waiver by PKI by written notice to the Company.
4.3 The time and/or date for fulfilment of any Bid Condition may be extended by PKI from
time to time by written notice to the Company.
4.4 For clarity, the Bid Conditions are not conditions to PKI making the Voluntary Bid, but
rather are merely suspensive conditions to the implementation of the Voluntary Bid. The
Bid Conditions do not in any manner vitiate or undermine the nature of the
Voluntary Bid contained in this Bid Letter.
5 APPLICATION OF TAKEOVER LAW AND MAS ARTICLES TO THE VOLUNTARY BID
5.1 MAS is a company registered in Malta in terms of the Companies Act (Chapter 386 of
the Malta Laws) ("Malta Companies Act"). MAS is listed on the JSE and not on any
other regulated exchange. The Malta Companies Act does not regulate takeover bids
and since MAS is a company registered in terms of the Malta Companies Act, the
Voluntary Bid is not subject to Parts B and C of Chapter 5 of the South African
Companies Act No 71 of 2008, as amended ("SA Companies Act"), or the Takeover
Regulations issued in terms thereof.
5.2 Article 40 of the MAS Articles provides that any corporate action to be undertaken by
the Company must only be undertaken in compliance with the applicable rules of the
relevant stock exchange upon which the Company has a primary listing, being the JSE.
As such, the Voluntary Bid is not subject to Chapter 11 of the Malta Capital Markets
Rules (formerly, the Malta Listing Rules), and may be made for a purchase
consideration and otherwise on terms and conditions determined by the Offeror in its
sole discretion.
5.3 Therefore, the Voluntary Bid is not subject to any takeover law regime in Malta, South
Africa or in any other jurisdiction, and is not subject to the authority or supervision of
any takeover regulator or the Malta Financial Services Authority, but will be subject to
the JSE Listings Requirements which are applicable to it.
5.4 Article 41 of the MAS Articles provides for the applicability to MAS of certain "Mandatory
Bid" provisions of the "Malta Listing Rules" (as such term is defined in the MAS Articles).
Article 41.5 provides that the provisions of Rule 11.8 of the Malta Listing Rules are in
terms of the MAS Articles made applicable to MAS and all Shareholders from time to
time, on the basis and subject to the modifications provided in Article 41 of the MAS
Articles. MAS and all Shareholders from time to time shall accordingly have the
respective rights and obligations contemplated in Rule 11.8 of the Malta Listing Rules
(on the basis and subject to the modifications provided in Article 41 of the MAS Articles)
even though the Malta Listing Rules are not as a matter of law applicable to MAS and
the Shareholders.
5.5 Article 41.6 of the MAS Articles read with Rule 11.8 of the Malta Listing Rules provides
that if a person acquires a "Controlling Interest" (as such term is defined in the Malta
Listing Rules) in MAS as a result of such person’s own acquisition or the acquisition by
persons "Acting in Concert" (as such term is defined in the Malta Listing Rules) with
him, such a person shall make a mandatory bid as contemplated in Rule 11.8 of the
Malta Listing Rules ("Mandatory Bid Requirement"), unless the board of directors of
MAS ("MAS Board") has exempted that person or persons from the Mandatory Bid
Requirement, which exemption may be granted without or subject to conditions and at
the sole discretion of the MAS Board. For purposes of Article 41.6 of the MAS Articles,
the percentage of the voting right required to establish "Control" or a "Controlling
Interest" shall be 30% or 50% plus one (the "50% Threshold"), and not only the 50%
Threshold as provided in Rule 11.8 of the Malta Listing Rules.
5.6 In terms of a letter from MAS to Petrichor Joint Family Office PCC Limited ("PCC")
dated 1 March 2024 (the "Exemption"), the MAS Board exempted PKMD, and its direct
and indirect subsidiaries (which includes the Offeror) and PCC, including all of its cells,
and its direct and indirect subsidiaries (collectively, the "PK Parties") and each of the
PCC shareholders ("PCC Shareholders") from the Mandatory Bid Requirement. The
Exemption was based on the provisions of Article 41.6 of the MAS Articles (as described
in paragraph 5.5), and was subject to the following –
5.6.1 the Exemption will be valid subject to the total combined holding of the PK Parties
not exceeding 35% of the total issued share capital of MAS after deducting the
treasury shares, meaning 244,845,587 Shares (the "35% Threshold");
5.6.2 compliance towards the 35% Threshold shall be measured by considering the total
combined MAS shareholding of the PK Parties, in other words, all of the Shares
owned by PCC and its direct and indirect subsidiaries as a whole, by aggregating
the holding of each cell which shall include the holding of Shares by PKMD and its
subsidiaries (including the Offeror);
5.6.3 the beneficiaries of the Exemption, under the conditions expressed in the
Exemption, are the PK Parties and the PCC Shareholders (collectively, the "Exempt
Parties"); and
5.6.4 the Exemption remains valid for as long as MAS remains governed by the MAS
Articles as these are valid in respect of Article 41 as at the date of the Exemption.
5.7 As at the date of this Bid Letter, and notwithstanding that in terms of the Exemption
compliance with the 35% Threshold is determined by calculating only the Shares held
by the PK Parties (refer to paragraph 5.6.2 above), the collective holdings of the
Exempt Parties are below the 35% Threshold. In light of the aforesaid, the 35%
Threshold has not been exceeded, and the Voluntary Bid constitutes a "Voluntary Bid"
as contemplated in Rule 11.8 of the Malta Listing Rules, which is made applicable to
MAS in terms of Article 41.5 of the MAS Articles.
5.8 Furthermore, pursuant to article 41.4 of the MAS Articles and the Exemption, if, as a
result of acceptances of the Voluntary Bid, the total combined holdings of Shares by
the Exempt Parties and any person "Acting in Concert" (as such term is defined in the
Malta Listing Rules) with any of the Exempt Parties exceeds the 35% Threshold or the
50% Threshold, the Exempt Parties and any person "Acting in Concert" (as such term
is defined in the Malta Listing Rules) with the Exempt Parties will be exempt from the
Mandatory Bid Requirement notwithstanding that their combined holdings of Shares
exceed the 35% Threshold or the 50% Threshold.
6 OFFER TO THE PUBLIC
The offer of the Consideration Instruments to Shareholders in terms of the Voluntary Bid
will constitute an initial public offering by PKI (as such term is defined in section 95(1)(e) of
the SA Companies Act). As such, the Circular will be accompanied by a prospectus in
respect of PKI registered with the CIPC in accordance with section 99(2) of the SA
Companies Act.
7 VOLUNTARY BID NOT MADE WHERE ILLEGAL
7.1 The legality of the Voluntary Bid to persons resident in jurisdictions other than South
Africa may be affected by the laws of the relevant jurisdiction, and such persons should
acquaint themselves with any applicable legal requirements which they are obligated
to observe. It is the responsibility of any Shareholder wishing to accept the Voluntary
Bid to satisfy themselves as to the full observance of the laws of the relevant jurisdiction
in connection therewith.
7.2 If received in any jurisdiction where it is illegal for the Voluntary Bid to be made or
accepted, the Voluntary Bid should be treated as having been received for information
only.”
16 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
