MAS REAL ESTATE INC - Notice to MAS shareholders in respect of the final distribution for the year ended 30 June 2017

2017-09-13 16:44:00

MSP 201709130032A
Notice to MAS shareholders in respect of the final distribution for the year ended 30 June 2017

MAS Real Estate Inc.
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
SEDOL (EMTF): B96VLJ5
SEDOL (JSE): B96TSD2
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
(“MAS” or “the Company”)


NOTICE TO MAS SHAREHOLDERS IN RESPECT OF THE FINAL DISTRIBUTION FOR THE YEAR ENDED 30 JUNE 2017


Introduction
As announced on 7 September 2017, a final distribution of 3.19 euro cents per share was proposed. Shareholders are
now advised that the board of the Company has approved the final distribution of 3.19 euro cents per share for the
year ended 30 June 2017 (the “Distribution”). The Distribution will be paid to those entitled to it by way of an issue of
new ordinary shares of no par value in MAS (“New Shares”) credited as fully paid, except for those shareholders who
elect to receive the Distribution by way of a cash payment in lieu of New Shares (the “Cash Distribution”).

The number of New Shares to which shareholders are entitled will be determined with reference to the ratio that
3.19 euro cents per share bears to the reference price (being a five percent discount to the five-day volume weighted
average price (“Reference Price”) of MAS shares on the JSE Limited (“JSE”) on Friday, 22 September 2017). For
shareholders on the South African share register, the euro to rand conversion rate for the calculation of the rand
equivalent distribution amount (“Conversion Rate”) will be announced on Tuesday, 26 September 2017.

The New Shares will rank pari passu in all respects with the existing shares in the Company.

The rationale for the issue of the New Shares is to afford shareholders the opportunity to increase their shareholding
in the Company and retain the Company’s flexibility on cash resources. The Cash Distribution will be funded from
distributable reserves and the issue of New Shares by way of a return of capital.

As at the date of this announcement, the Company has 480 216 299 ordinary no par value shares in issue.

A notice to MAS shareholders in respect of the Distribution, together with accompanying election forms, has been
posted to shareholders today, Wednesday, 13 September 2017.

Salient dates and times

The salient dates and times of the Distribution for shareholders on the European share register and shareholders on
the South African share register are set out below:
  
                                                                                                              2017
Announcement regarding shareholders election to receive a Cash                             Wednesday, 13 September
Distribution or New Shares

Announcement of euro to rand Conversion Rate, rand-equivalent                                Tuesday, 26 September
distribution and Reference Price

Last day to trade on the LuxSE and the JSE in order to be eligible                              Tuesday, 3 October
for receipt of the Distribution

Trading commences ex-distribution on the LuxSE and the JSE                                    Wednesday, 4 October

Announcement of the cash payment due to shareholders in terms                                  Thursday, 5 October
of the fractional entitlement principle

Record date for shareholders recorded on the European and South                                  Friday, 6 October
African share registers

Closing date for receipt of completed Cash Distribution election                                 Friday, 6 October
forms by no later than 12:00 CET

Share certificates and distribution cheques posted, CREST/CSDP/                              Wednesday, 11 October
broker accounts credited/updated, payment of the Cash
Distribution and listing of New Shares on the LuxSE and JSE

Shares can only be traded from their date of issue being                                     Wednesday, 11 October


Share certificates may not be dematerialised or rematerialised between Wednesday, 4 October 2017 and Friday,
6 October 2017, both days included, nor may transfers of shares between sub-registers in Europe and South Africa
take place between Tuesday, 26 September 2017 and Friday, 6 October 2017, both days included.

Dematerialised shareholders should not trade their share entitlements until the shares have been updated to their
account with their CSDP or broker on Wednesday, 11 October 2017.

Shareholders who do not send a duly completed Cash Distribution election form to the Company for receipt by it
before 12:00 CET on Friday, 6 October 2017 will receive their entitlement in New Shares.

Tax Considerations

General

Shareholders are advised to consult their own tax advisors with regard to their individual tax liability,
circumstances and reporting responsibilities.

There is no withholding tax payable in the British Virgin Islands.

South African resident shareholders

The issue of New Shares by the return of capital and the Cash Distribution may have tax implications for South Africa
resident shareholders.

For shareholders receiving the Cash Distribution, such amount may be regarded as a foreign dividend, and if it is, may
be subject to South African dividends tax at a rate of 20% unless an exemption as set out in the South African Income
Tax legislation applies.

The receipt of New Shares from the return of capital by South African resident shareholders will not be classified as a
dividend or a foreign dividend for South African tax purposes and accordingly no South African dividends tax will be
levied on the New Shares. There could however be other tax implications (either immediately or at the time of
disposal) so shareholders should seek independent professional tax advice.

Shareholders residing outside of South Africa

The issue of New Shares or the Cash Distribution may have legal or tax implications for shareholders residing outside
of South Africa and such shareholders are advised to obtain appropriate advice from their professional advisers in this
regard.



MAS is listed on both the Main Board of the JSE and on the Euro MTF Market of the LuxSE.


13 September 2017

For further information please contact:

                                                                         Telephone
Sarah King, Company Secretary, MAS Real Estate Inc.                      +44 1624 625 000
Java Capital, South African corporate advisor and JSE sponsor            +27 11 722 3050
Charl Brand, M Partners, Luxembourg                                      +352 263 868 602

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