August 26 2025 16:30
Martin Slabbert, Prime Kapital Managing Partner
ROMANIA
MAS Plc, a JSE-listed property fund which is invested in shopping centres and residential schemes largely in Romania, has been in the crosshairs of suitors who feel the company offers tremendous unrealised value.
The company, which is listed on the JSE, and on the A2X, has a market capitalisation of R18.3bn and owns assets worth around R32bn. It is one of the JSE’s mid cap property stocks.
MAS owns shopping centres whcih include: Agres Mall, Dambovita Mall, Atrium Mall, Carolina Mall, Militari Shopping, DN1 Value Centre, Prahova Value Centre, Zalau Value Centre, Roman Value Centre, Baia Mare Value Centre, Sepsi Value Centre, Barlad Value Centre and Mall Moldova which are all located in Romania. Romania is the second largest economy in eastern Europe. MAS also owns the retail assets: Galleria Burgas and Galleria Star Zagora in Bulgaria and Nova Park in Poland. Its residential developments include Avalon Estate in Bucharest, Romania and a residential estate in Iasi’s Silk District which is also in Romania. The group also has an income generating office property in the Silk District.
MAKING A MOVE FOR MAS
In late May, a company called Prime Kapital Investments (PKI) said it would make a voluntary offer to acquire all the shares in MAS which it didn’t own. PKI is a subsidiary of a development joint venture (DJV) called Prime Kapital Developments. This DJV exists between MAS and Prime Kapital. Prime Kapital of which PKI is also a part, is a development group and has been MAS’ development partner for years. If these relationships sound complicated and designed to confuse you, that’s because they are.
Let’s try to simplify things. A few months ago, PKI and its related parties owned 21% of MAS. They soon entered a battle for control of MAS after JSE-listed retail landlord Hyprop Investments announced an intention to take over the group. Hyprop owns the likes of the Mall of Rosebank, Clearwater, Canal Walk, The Glen, Cape Gate and half of Hyde Park Corner. It also has exposure to eastern European malls in Zagreb, Croatia; Skopje, Macedonia; and Sofia, Bulgaria.
Hyprop’s CEO, Morne Wilken is also a former CEO of MAS.
THE HISTORY
MAS was founded in 2008 by Mertech, Atterbury and Sanlam. Its alternate name was Momentum Alternative Investments. The idea was that post the 2008 global real estate crash, the MAS vehicle would enable wealthy individuals to gain investment exposure to high-quality properties in Europe. JSE-listed Attacq was also formed by Atterbury as its core listed SA focused fund. Attacq also had a stake in MAS, but it has since sold it.
MAS which was based in the Isle of Man has had a few CEOs. Co-founder Lukas Nakos, a lay preacher, left at the end of December 2017 following a scandal. He had headed a company called the Louis Group in the Isle of Man which collapsed, losing investors hundreds of millions of Rand. He allegedly took funds from MAS and gave them to a religious entity. He was declared a delinquent and banned from operating as a director in the Isle of Man for several years. Wilken left his CEO role at Attacq in December 2017 and then became MAS’ CEO in January 2018. This was a brief stint, however. Wilken lived with his family in the Isle of Man but was soon back in SA where he replaced Pieter Prinsloo as Hyprop’s CEO in January 2019.
Werner Behrens then replaced Wilken at MAS in the middle of 2019. He however didn’t last long in his role. He said in August 2019 that MAS would build a new team to manage its east European assets instead of relying on Prime Kapital. It would also buy assets directly in central and eastern Europe. This was while continuing with its development relationship with Prime Kapital.
But then co-founder and managing partner of Prime Kapital, Martin Slabbert took over the reins at MAS in November 2019. Slabbert who has held various directorships in MAS has been said to have called the shots while Behrens was in his role. Slabbert later stepped down from his CEO role and was replaced by current CEO, Irina Grigore on April 21, 2022. A different Werner, this one an Alberts, became chairman of MAS in August 2021.
THE BATTLE CONTINUES
So, PKI initially made a cash or preference share offer capped at €110m. This was worth R29 a MAS share.
Then, having announced in May an intention to gain control of MAS, on July 18, Hyprop announced a voluntary bid for it. Hyprop offered a share and cash consideration for a 50%-plus-one stake. MAS shareholders would receive 0.42224 Hyprop shares for each MAS share held. Those who would prefer cash were offered R24.00 per MAS share. The deal would be worth R8bn. Shareholders had until July 25 to accept the offer.
But PKI responded by criticising Hyprop and saying that MAS’ shareholders should reject the proposal. Without going into too much detail, PKI said the bid was inconsistent with the JSE’s listing requirements governing corporate actions, specifically the requirement for an offer to remain open for twelve days before becoming unconditional. PKI said the offer was economically unattractive and was “not a bona fide attempt to acquire MAS shares, but rather a cleverly disguised request for MAS shareholders to grant Hyprop free options to acquire their shares at a future date, and at a price far below market value, intrinsic value and competing offers”. Slabbert said PKI would be able to sweeten its offer in the coming days.
Then on July 25, Hyprop terminated its offer before the voting deadline for it. The landlord said it could no longer proceed with a takeover as PKI did not and would not share information about the DJV or development joint venture between itself and MAS. Hyprop said the refusal to share information was “inexplicable”. Slabbert however said law firm Webber Wentzel had published an 18-page summary of the DJV contract and that all “material items and conditions are publicly available”.
Then on August 4, 2025, PKI launched a formal voluntary offer to the shareholders of MAS to acquire all the MAS shares not already held by it.
The offer was not contingent on PKI gaining control of MAS. The only condition was that at least 10% of MAS shareholders accepted 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 was at a 28% premium to MAS’s current share price and was backed by €230m in secured funding. Much of this funding was from sources elsewhere in eastern Europe.
The offer was capped at €110m for cash settlements. If demand exceeded that cap, shares would be scaled back on an equitable basis. Shareholders could 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.
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.”
“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,” Slabbert said.
He said Prime Kapital 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 exceeded 50%. He had no intention to delist MAS, “aiming instead to stabilise and grow the business”.
Amid all of this, a group of minority shareholders sent a letter out to MAS with several proposals. At the time the group owned 17% of MAS. MAS agreed to convene an extraordinary general meeting on August 27, where shareholders would vote on these including one two replace two board members, Mihail Vasilescu and Dan Pascariu, who are said to have conflicts of interest because of their ties to Prime Kapital. The shareholders wanted to replace these directors with the following people: former Resilient Reit CEO and founder, Des de Beer, businessman and former NEPI Rockcastle chairman Robert Emslie, banker Sundeep Naran, and former CEO of Lighthouse Properties, Stephen Delport.
But the concern was that if Prime Kapital pushed up its 35% stake in MAS to above 50% before August 27 (tomorrow -ed.), it would be able to dictate who sits on MAS’ board.
Prime Kapital just about did that, announcing on Friday August 15 that it had acquired 14.38% of MAS, following the offer to buy out all its shareholders.
Following the settlement of the voluntary bid, PKI owns 254.09-million MAS shares, or 36.32% of its share capital. PKI, with other shareholders deemed to be concert parties, now hold 49.4% of MAS’s shares.
Also, the DJV, 60% owned by PKI and 40% by MAS, accounts for nearly half of MAS’s net assets. On the 15th, PKI also announced an increase in the maximum it would make available for shareholders, who might wish to accept the cash offer, to €115m (about R2.37bn) from €110m (about R2.27bn).
There a questions around where Slabbert acquired the funding for the MAS shares with talk of sources including rogue controversial individuals from Georgia and Russia.
Then, a slap in the face to the minorities, it was announced on August 21, that requisitioning shareholders had told MAS’ board that de Beer, Emslie, Naran and Delport had withdrawn their respective consents to nomination. Shareholder can now no longer vote on them joining the board.
It’s unclear which of MAS’ shareholder proposals will succeed at the August 27 extraordinary general meeting, if any. Will the 50.6% of shareholders agree with PKI and its concert parties who own 49.4% of MAS?
alistair@propertyflash.co.za
