July 24 2025 17:35
EASTERN EUROPE
The battle for MAS Real Estate doesn’t seem to be coming to a head just yet. While shareholders in the east European landlord need to decide if they will accept Hyprop Investments’ option offer by tomorrow, July 25, commentators feel that it is likely to fall short.
South African company Hyprop invests in local malls, owning the likes of Rosebank Mall, half of Hyde Park Corner, Canal Walk and Cape Gate and also has exposure to malls in secondary markets in eastern Europe.
MAS which was formed by South Africans, has a focus on Romanian malls but also owns assets in Bulgaria and Poland. The company has announced residential developments in the Romanian cities of Iasi and Bucharest. These appear to have stalled.
Both Hyprop and Prime Kapital Investments want control of MAS. Hyprop, which is led by a former MAS CEO Morne Wilken, last Friday made a voluntary bid of R8bn for MAS. Hyprop wants a 50%-plus-one stake in MAS. In terms of the bid, Hyprop is offering 0.42224 Hyprop shares for every MAS share held in an unlimited share swap or a cash deal at R24 a share. But the cash offer is capped at a maximum of R800m. The bid is open until 12:00 CAT on Friday. Hyprop said the date could be amended at its sole discretion.
A fund manager said this deal might suit some Hyprop shareholders who are largely South African, but MAS shareholders may be less impressed.
Prime Kapital Investments (PKI) is competing with Hyprop for control of MAS. PKI holds 21% of MAS through the Prime Kapital group. Prime Kapital Developments has effectively been MAS’ development provider. Prime Kapital Developments is largely owned by PKI. This Romanian group is led by Martin Slabbert. His family owns some 7% of MAS effectively. On Wednesday, Slabbert said PKI would sweeten its offer for MAS. Initially PKI made a cash or preference share offer to MAS shareholders, capped at EUR110m but on Wednesday Slabbert said he could more than double this offering. The original cash component offered was worth R29 a share.
“This additional liquidity provides us with flexibility and it can be used to significantly increase the cash component of the voluntary bid, should we choose to do so,” said Slabbert.
Slabbert said if MAS shareholders turned down its takeover offer, he could also offer to make a large cash distribution to shareholders.
Property Flash wonders if MAS could be taken private at say R38 a share. But will the governance issues be swept under the carpet in that event? There are concerns from numerous Hyprop shareholders that PKI has far too many directors who are conflicted with MAS. A group of nine shareholders have called for the removal of two MAS directors and the appointment of numerous new ones.
The nine shareholders who hold more than 15% of MAS include Sesfikile Capital, Ninety One, Meago, the Eskom Pension and Provident Fund, M and G Investment Managers, Catalyst Fund Managers, Stanlib Investment Managers, Mazi Capital and Momentum Investments Management.
“In our view, Mr Mihail Vasilescu has a conflict of interest as a MAS director arising from his interests in Prime Kapital. In addition, in our view, Mr Dan Pascariu has had a long relationship with Mr Martin Slabbert and Mr Victor Semionov such that he is perceived by shareholders as less than independent, irrespective of whether in fact he is independent. In our view, it would advance perceptions of governance if both Mr Vasilescu and Mr Pascariu were to leave the Board,” they said in a letter.
Slabbert and Seminonov are the founders of Prime Kapital. Slabbert is a former CEO of MAS. MAS’ CEo is Irina Grigore. She worked at Prime Kapital in 2019. MAS appointed a new CFO, Bogdan Oslobeanu with effect from July 1. He replaced Nadine Bird whose husband, Andrew Bird is a partner at PKI. MAS also has a senior director called Stefan Briffa.
The shareholders have proposed that former Resilient Reit CEO, Des de Beer, experienced bankers Robert Emslie Sundeep Naran and former CEO of Lighthouse Properties, Stephen Delport become directors of MAS.
“I think the key is getting the governance resolved. That would give the investors a high level of comfort,” Jay Padayatchi, the owner of Meago, said.
Slabbert said the Hyprop offer was likely to fail on Friday.
alistair@propertyflash.co.za
