August 4 2025 22:45
Moldova Mall
EASTERN EUROPE
PK Investments (PKI) has launched its voluntary offer to the shareholders of MAS PLC (MAS) to acquire all the MAS shares not already held by it. The announcement comes days after JSE-listed Hyprop Investments withdrew its competing bid over transparency concerns.
The offer is not contingent on PKI gaining control of MAS. The only condition is that at least 10% of MAS shareholders accept the cash consideration offer of €1.40 per share (c. R29.22), allowing PKI to “secure a more meaningful strategic stake in MAS”, PKI said.
The offer is at a 28% premium to MAS’s current share price, and is backed by €230m in secured funding.
The bid is capped at €110m for cash settlements. If demand exceeds that cap, shares will be scaled back on an equitable basis. Shareholders can also elect to receive preference shares redeemable at up to €1.50 apiece, with built-in downside protection and exposure to MAS’s net asset value growth.
MAS owns malls located mostly in Romania. Its portfolio which includes around 20 malls, is worth R32bn. It also has residential developments which are in progress.
PKI said if the offer were accepted, PKI could maximise and “unlock value for all MAS shareholders; and be better positioned to safeguard its own and other shareholders’ interests against opportunistic takeover bids that undervalue MAS’s intrinsic value.”
MAS’ shareholders have until 12h00 on August 14 2025 to accept the PKI offer.
“We are very 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,” Martin Slabbert, CEO of Prime Kapital, said.
When it withdrew its offer, Hyprop criticised PKI for a lack of transparency and raised concerns over MAS’s governance and liquidity position. PKI has a development joint venture with MAS. Hyprop wanted to see the DJV agreements which contained sensitive terms that had not been disclosed to shareholders. Hyprop would have tripled its eastern European exposure from R12bn to around R30bn had its offer been successful.
Prime Kapital has pledged to support the appointment of independent directors to the MAS board, prioritise distributions over new investments, and refrain from buying more MAS shares if its stake exceeds 50%. It said it has no intention to delist MAS, aiming instead to stabilise and grow the business.
PKI has hinted at a potential €120m special dividend from the MAS development joint venture, a move that could resume dividend payouts as early as September.
Johan Holtzhausen, Chairman of PSG Capital, the lead advisor to Prime Kapital, 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,” he said.
MAS will convene an extraordinary general meeting on August 27 where shareholders will be asked to vote on several proposals. These include one to replace two board members, Mihail Vasilescu and Dan Pascariu who are said to have conflicts of interest because of their ties to Prime Kapital. If Prime Kapital succeeds in pushing up its 35% stake in MAS to 50% before August 27, it will be able to dictate who sits on MAS’ board.
alistair@propertyflash.co.za
Read more about the battle for MAS here:
https://propertyflash.co.za/2025/07/25/hyprop-terminates-bid-for-controlling-interest-in-mas/
https://propertyflash.co.za/2025/07/21/pki-fires-back-at-hyprop-in-battle-for-mas-real-estate/
