Prime Kapital launches voluntary offer for MAS shares amid shareholder unrest

Ongoing shareholder troubles at JSE-listed Eastern and Central Europe property group MAS continued on Monday after its major shareholder, Prime Kapital Investments (PKI), launched a voluntary offer to acquire MAS shares not already held by it.

The offer comes barely a month after MAS shareholders overturned resolutions by PKI at an extraordinary shareholder meeting regarding the sell-off of MAS’s assets and the payment of a special dividend with the proceeds. Just a week ago, a previous bidder for MAS, South African REIT Hyprop, withdrew its offer because MAS and PKI, as the main shareholder, refused to provide documents about a development joint venture (DJV) between PKI and MAS.

PKI stated on Monday that their current offer is not contingent on PKI gaining control of MAS. The only condition is that at least 10% of MAS shareholders accept the cash offer of €1.40 per share or R29.22 per share, allowing PKI to secure a more meaningful strategic stake in MAS.

MAS's share price traded 2.68% higher at R23.46 on the JSE on Monday afternoon.

PKI’s directors said their offer would enable PKI to unlock value for MAS shareholders and better position them to safeguard their interests against “opportunistic takeover bids that undervalue MAS’s intrinsic value.”

Johan Holtzhausen, chairman of PSG Capital, Prime Kapital’s lead adviser, said: “PK partners have a large portion of their wealth invested in PKI and MAS. By increasing their stake, they’ll be better strategically positioned to protect shareholders against opportunistic bidders and to maximise value for all shareholders.”

“Shareholders have real flexibility—they can get cash for their shares at a significant premium to the current share price, choose preference shares, if able to hold them, that offer potential upside with an attractive floor, or simply hold on and remain MAS shareholders,” said Holtzhausen.

MAS shareholders would have until midday on August 14 to make a decision on the PKI offer.

Prime Kapital CEO Martin Slabbert said they were “pleased to be able to finalise our offer now that we’ve secured €230 million in funding. This puts us in a strong position to provide shareholders with an attractive cash price and high cash cover.”

The offer comprises a cash consideration of €1.40 (R29.22) per MAS share, representing a 28% premium to the current share price, a 37% premium to the 60-day average price, and a 50% premium to the May 15 share price, which was the day before the release of the original bid announcement.

PKI directors stated that there would be up to €110m (R2.3 billion) available for cash settlements, and should cash acceptances exceed this amount, they would be scaled back on an equitable basis; however, PKI retains the right to increase the cash cap.

MAS shareholders could also opt for 5-year preference shares in MAS, although PKI intends to redeem these within 18 months of issue, or shareholders could choose any ratio of cash and preference shares, PKI said in a statement.

MAS shareholders could also opt to remain shareholders, and PKI stated that it did not intend to delist MAS.

“PKI has been engaging with shareholders of MAS to seek alignment on the future board composition and strategic direction. This includes the potential for the DJV to declare a special dividend of up to €120m to its shareholders, positioning MAS to resume dividend distributions as early as September 2025,” Slabbert said.

PKI also undertook, as part of its offer, to support the appointment of “genuinely independent” non-executive directors to the MAS board. Nine South African institutional minority shareholders in MAS recently questioned the standards of governance of the board.

PKI stated it would prioritise the distribution of available profits by the DJV ahead of new investments and follow MAS’s interpretation of the DJV distributions. PKI also said it would refrain from acquiring additional MAS shares in the market if, following the voluntary offer, it and its affiliates held more than 50% of MAS’s shares.

These commitments were intended to “assure MAS shareholders that PKI is aligned with them in wanting to protect and unlock value for all MAS shareholders, they said.

BUSINESS REPORT