PK Investments defends its voluntary offer for MAS amid governance concerns

The corporate travails at JSE-listed East European property group MAS took another twist on Monday when shareholder PK Investments (PKI) insisted its “voluntary offer” is fair, and the concerns raised by the MAS independent board were not material.

PKI’s offer follows its earlier attempt to get MAS to sell all its assets, but this was thwarted at a shareholders' meeting. It also follows concerns expressed by nine minority South African institutional shareholders about aspects of governance in the MAS board.

These shareholders, which together own 15% of MAS, include Meago, Sesfikile Capital, Ninety One, Catalyst, Eskom Pension Fund, and Stanlib. South African REIT Hyprop also earlier withdrew a bid for MAS, because MAS’s board and PKI allegedly failed to provide information.

PKI has offered cash of €1.40 per MAS share (R29.22) or a preference share option or a combination of both. MAS’s shares were trading 0.96% lower at R23.77 on Monday.

On the MAS board’s view that there was a “perceived lack of regulator ‘proactive’ intervention” in the PKI bid, PKI’s directors said their offer “is fully compliant from a legal perspective.”

And while the bid documents were submitted to the JSE for approval, it was the “JSE’s own view that it did not have jurisdiction to review or comment on the documentation,” PKI said.

“This was not a view unilaterally adopted by PKI. We believe the PKI Voluntary Bid is generous by any reasonable measure, as evidenced by the premiums to MAS pricing levels recognised in the MAS announcement…”

The MAS board had also said that neither it nor shareholders were “engaged meaningfully by PKI prior to the launching of the bid, and that shareholders were not given enough time to make a complex decision.”

PKI said, however the "bid is a voluntary offer…and does not constitute a scheme of arrangement or similar transaction. Accordingly, there was no express need to engage the MAS independent board prior to the launch thereof, as is the case with any such offer to MAS shareholders.“

Additionally, said PKI, the material terms of the bid were publicly available since May 16, 2025. PKI and PSG Capital had also engaged “extensively with numerous MAS shareholders” regarding the bid, PKI said.

“As regards MAS’ statement that the timeline does not comply with the JSE corporate actions timetable or Maltese Capital Markets Rules, it should be noted that these rules are not applicable to the PKI voluntary bid,” PKI directors said.

The MAS board had also questioned the absence of any requirement for the exempt parties to make a mandatory offer if, pursuant to the PKI bid, certain control thresholds were exceeded.

“MAS shareholders would already have had the opportunity to tender their shares into a full voluntary offer on attractive terms. This is precisely the outcome the mandatory bid regime in the MAS Articles is designed to achieve.”

The MAS board also highlighted the absence of a third-party guarantee for the cash consideration. PKI said the settlement process, handled by MAS' own transfer secretaries, ensured that cash and shares were exchanged simultaneously.

“We further confirm that PKI has already deposited the maximum cash amount with its bankers in South Africa.”

On the MAS board concern about the rand/euro exchange rate risk for South African shareholders, PKI said foreign exchange exposure was inherent in any cross-border investment and “MAS’ own share price already embeds EUR exposure through its portfolio.”

On concerns that the free float reduction could mar the liquidity of MAS shares, PKI said many companies with lower free floats maintain healthy liquidity, while a stable, aligned controlling shareholder could bring strategic benefits and a more predictable capital allocation.

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