MAS shareholders reject asset sales amid takeover bids
Property
JSE and Altx-listed central and eastern Europe property investment group MAS has received offers to buy out its shareholders from Prime Kapital Investment Holdings (PKI) and South African retail-focused property Hyprop. On Friday its shareholder rejected a proposal that its directors realise the value of all of MAS's assets, within five years.
Image: AI Ron
The shareholders of MAS, the JSE-listed property company that is the target of two takeover bids and shareholder concerns about board governance, on Friday voted against resolutions to sell off the company’s central and eastern retail Europe assets.
MSA’s share price fell 3.2% to R22.93 on Friday on the JSE - a year ago the share price traded at R19.21.
The resolutions tabled at an extraordinary general meeting (EGM), which was requested by development partner, potential bidder and shareholder PK Investments (PKI), were not passed by the requisite majority of more than 50% of the shareholder voting rights exercised, a statement to the JSE’s news service said.
The first resolution would have authorised the directors to dispose of all the assets within 5 years, with the overarching aim of maximising returns for shareholders.
The second resolution would have authorised the board to declare and pay special dividends to return the proceeds of the asset realisations.
Meanwhile, last week, nine minority shareholders asked the board for another, separate EGM to remove two MAS directors and appoint four new directors, amid concerns about alleged conflict of interest by the two directors, Mihail Vaslescu and Dan Pascariu.
The minority shareholders are Ninety One, Meago and Eskom Pension and Provident Fund, Sesfikile Capital, MandG Investment Managers, Catalyst Fund Managers, Stanlib Investment Managers, Maz Capital and Momentum Investments Management.
They want to appoint to the MAS board former Resilient REIT CEO Des de Beer, retired ABSA Group executive Robert Emslie, investment banker Sundeep Naran and former Lighthouse Properties CEO Stephen Delport.
In May, PKI said it would buy all of MAS’ shares for cash and shares. After that, Hyprop Investments indicated it would bid for MAS, which then prompted PKI to raise its offer twice. The terms of a development joint venture partnership with PKI are also the subject of different opinion between the parties.
MAS announced Friday it had appointed Investec Bank as corporate adviser to assist with the implications of the potential bids, as well as alternative strategic options for MAS. On June 30, the company said neither PKI nor Hyprop had yet made formal offers to MAS shareholders, and the board had not yet consulted with either party about their offers.
MAS said in an operational update for its central and eastern European assets, for the year to June 30, that occupancy rates for the five months to May 30 were excellent at 99.2%, while occupancy fell marginally to 97.8%, from 98% at December 31, 2024, mostly due to the completed strip malls assets disposals during the period.
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