MAS P.L.C. 
By MAS Real Estate Inc. (formerly MAS plc)
(Registered in the British Virgin Islands) (Registration number 1750199)
(Registered as an external company in the
Republic of South Africa)
(Registration number 2010/000338/10) JSE share code: MSP
SEDOL (XLUX): B96VLJ5
SEDOL (ALTX): B96TSD2
ISIN: VGG5884M1041 ("MAS" or "the Company")
ABRIDGED PRIVATE PLACEMENT MEMORANDUM AND ANNOUNCEMENT OF CAPITAL RAISING 1. Introduction
1.1. The information in this abridged private placement memorandum has been extracted from the private placement memorandum dated 28 January 2013 ("PPM") and is not an invitation to the public to subscribe for shares in MAS. It is issued in compliance with the Luxembourg Stock Exchange's ("LuxSE") Rules and Regulations ("LuxSE Listings Requirements") and the JSE Limited ("JSE") Listings Requirements for the purposes of providing information to select investors with regards to the private placement, further details of which are set out below. A potential investor should consult with its own legal, business and tax advisers to determine the appropriateness and consequences of an investment in the Company.
1.2. The PPM relates to a private placement of up to 32 596 251 shares of no par value ("private
2.1. The purpose of the private placement is to:
• raise additional capital to fund the acquisition of further properties;
• enhance the size of the free float of shareholders on both the Euro-MTF market of the LuxSE ("Euro-MTF market") and the Altx of the JSE ("Altx"), in order to create liquidity in the share; and
• provide existing shareholders with the opportunity to subscribe for additional shares in MAS.
2.2. It is intended that the capital raised through the private placement will be applied to fund new property acquisitions.
2.3. The board of directors of MAS ("the board" or "the directors") retain discretion to determine the final allocation of the private placement proceeds, which will be subject to the approval of the independent directors.
3.1. The private placement shares will be offered for subscription to existing shareholders in proportion to their existing shareholding in MAS and in compliance with the pre-emptive rights set out in the articles of association of MAS. The prescribed period for the offer to existing shareholders pursuant to the pre-emptive rights will run concurrently with the offer to third parties from the opening date of the private placement. For the sake of clarity, the rights of existing shareholders under the pre-emptive rights do not constitute warrants and will not be listed or separately traded
on either of the Euro-MTF market or the Altx. To the extent that the private placement is not fully
subscribed by existing shareholders, the private placement shares will be offered to those specifically identified individuals, selected financial institutions and business associates of MAS in South Africa, the BVI, Europe and the IOM.
3.2. Existing shareholders and those specifically identified individuals, selected financial institutions and business associates of MAS in South Africa, the BVI, Europe and the IOM ("applicants") that
have been invited to apply should do so by completing the private placement application forms, which will be sent to them in accordance with the provisions of the PPM and the instructions contained in the private placement application forms.
3.3. No offer will be made to the public in respect of the private placement. The private placement is
open to applicants only.
3.4. Applicants should note that the Rand-denominated subscription consideration will be converted from Rand to Euro at the closing spot exchange rate on the closing date of the private placement and that the private placement shares will only be issued on market as listed shares.
3.5. The private placement will not be underwritten.
It is the intention of the Company to raise additional capital in the coming years. The expansion of the capital base will be undertaken to exploit continued investment opportunities for the construction of the Company's overall portfolio. The Company will endeavour to give all MAS shareholders an equal opportunity to subscribe for additional shares in MAS, provided that this makes commercial sense and subject to regulatory requirements. Detailed announcements will be made to shareholders in this regard as and when additional capital raisings take place.
5. Prospects
The directors believe that the Company has excellent prospects on the basis of:
5.1. the current portfolio;
5.2. current market conditions; and
5.3. access to future deal flow,
as a result of which, the directors believe MAS will ultimately achieve the desired dividend yield in line with the Company's expectations detailed in the PPM.
The Company's current JSE listing is on the Altx. MAS recognises the constraints this places on potential institutional investors and is intent on migrating its listing to the JSE's Main Board as soon as
circumstances will allow it do so and following all necessary approval.
7.1.1. The Pro Forma Statement and the explanatory notes thereto are set out in Annexure
7 of the PPM.
7.1.2. The Pro Forma Statement has not been reviewed or reported on by the Company's independent auditors.
7.1.3. The Pro Forma Statement has been prepared to reflect the anticipated financial
position of MAS following the private placement. The Pro Forma Statement has been prepared for illustrative purposes only and because of its nature may not fairly represent MAS' financial position.
7.1.4. The Pro Forma Statement has been compiled in compliance with the accounting
policies of MAS.
7.2. Historical financial information of MAS
7.2.1. The audited consolidated annual financial statements of MAS for the years ended
28 February 2012, 2011 and 2010 are available on the Company's website: www.masrei.com. Extracts of the audited consolidated annual financial statements of MAS for the years ended 28 February 2012, 2011 and 2010 are presented in Annexure 8 of the PPM.
7.2.2. The unaudited consolidated interim financial statements of MAS for the six months
ended 31 August 2012 are also presented in Annexure 8 of the PPM.
7.2.3. The compilation, contents and presentation of the financial information in the PPM
and the annexures is the responsibility of the directors.
The important dates and times in respect of the private placement are set out below.
2013
Last day to trade for existing shareholders to be recorded on the share register to be entitled to participate in the private placement
Friday, 18 January
Record date for existing shareholders to participate in the private placement Friday, 25 January
Announce the private placement memorandum on the LuxSE website and
SENS
Monday, 28 January
Results of the private placement released on the LuxSE website and SENS Thursday, 14 February
Notification of allotments Friday, 15 February
Payment of subscription amount and accounts at CSDP, banks or broker updated on or before 08:00 (CET) on
Listing of private placement shares on Euro-MTF market and Altx at commencement of trade on
Thursday, 21 February
Thursday, 21 February
Posting of share certificates in respect of certificated shareholders that subscribed for shares in terms of the private placement on
Thursday, 21 February
Accounts at CSDP, banks or broker updated in respect of dematerialised shareholders that subscribed for shares in terms of the private placement on(2)
Thursday, 21 February
Refund of any over-subscriptions for applicants subscribing for certificated shares
Friday, 22 February
(1) All references to time are Central European times. The dates and times above are subject to amendment. Any such amendment will be released on the LuxSE website and SENS.
(2) Payment in respect of dematerialised shareholders will be on a delivery versus payment basis.
9. Copies of the PPM
The PPM is available in English only. The PPM is available to applicants on the Company's website
(www.masrei.com) and hard copies will be provided to applicants in due course.
In the PPM an indicative exchange rate of €1:R11.6870 has been used. Applicants should note that the shares in MAS are Euro-denominated shares and therefore the Rand-denominated subscription consideration raised in terms of the private placement for shares shall be converted from Rand to Euro at the closing spot exchange rate on the closing date of the private placement, and therefore certain figures stated in the PPM and this announcement, including, inter alia, the number of issued shares and the market capitalisation of MAS may vary from the actual figures on listing of the private placement shares, depending on movements in the exchange rate. The board of the Company does not believe that any such variations will be material, however in the event that there are material variations, MAS will make an announcement on the LuxSE website and SENS. In line with the exchange control approval obtained by the Company from the South African Reserve Bank, the shares will only be allotted and issued to the applicants on the listing date of the private placement shares and will only be issued on market as listed shares.
28 January 2013
For further information please contact:
Helen Cullen, Company secretary, MAS Real Estate Inc. +44 1624625000
Java Capital, Corporate advisor and JSE sponsor +27 11 2830042
Charl Brand, M Partners, Luxembourg legal advisor +352 263868602
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