Wrap Text
Notice of request for extraordinary general meeting in terms of article 12.2 of the articles of association of MAS
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
('MAS' or 'the Company')
NOTICE OF REQUEST FOR EXTRAORDINARY GENERAL MEETING IN TERMS OF ARTICLE 12.2 OF THE ARTICLES OF ASSOCIATION OF MAS
MAS hereby informs shareholders that it received a notice of request ("Notice") for the requisition of an
extraordinary general meeting ("EGM"), dated 8 July 2025, from MAS shareholders holding, in aggregate,
more than 15% of the voting rights in respect of the matters for which the EGM has been requested, in terms
of article 12.2 of the articles of association of MAS ("Articles").
As the EGM has been validly requisitioned in terms of the Articles, MAS' board of directors ("Board") is
obliged to convene the EGM, and it will do so in accordance with the Articles and the JSE Listings
Requirements, in due course. The Board is considering its views on the contents of the Notice and will provide
these as part of the notice to convene the EGM. As referred to in the announcement dated 30 June 2025,
the Board has formally extended an invitation to all shareholders to provide recommendations regarding
potential independent candidates by 18 July 2025, to be considered for Non-Executive Director positions on
the Board. It is likely that the notice to convene the EGM will be sent on or after 18 July 2025, and in any
event, within the deadlines prescribed by the Articles and the JSE Listings Requirements, to allow all
shareholders the opportunity to propose their preferred candidates.
Shareholders are advised that no action is required to be taken by them until such time as a notice to convene
the EGM is distributed by MAS.
The Notice has been extracted directly below, without amendment.
"1 Background to and purpose of this letter
1.1 This letter is addressed to you by the following MAS shareholders (the "Requisitioning
Shareholders") –
1.1.1 Meago Proprietary Limited ("Meago"), which holds 33,832,717 MAS shares (constituting
c. 4.72% of all the MAS shares in issue);
1.1.2 Sesfikile Capital Proprietary Limited ("Sesfikile"), which holds 21,263,440 MAS shares
(constituting c. 2.97% of all the MAS shares in issue);
1.1.3 Ninety One SA Proprietary Limited ("Ninety One"), which holds 18,637,478 MAS shares
(constituting c. 2.60% of all the MAS shares in issue);
1.1.4 MandG Investment Managers Proprietary Limited ("M&G"), which holds, either in its own
name or as a discretionary asset manager, 15,554,608 MAS shares (constituting c. 2.17%
of all the MAS shares in issue);
1.1.5 Catalyst Fund Managers Proprietary Limited ("Catalyst"), which holds 14,375,843 MAS
shares (constituting c. 2.01% of all the MAS shares in issue);
1.1.6 Eskom Pension and Provident Fund ("Eskom Pension Fund"), which holds 11,454,308
MAS shares (constituting c. 1.60% of all the MAS shares in issue);
1.1.7 Stanlib Investment Managers Proprietary Limited ("Stanlib"), which holds 7,507,780 MAS
shares (constituting c. 1.05% of all the MAS shares in issue);
1.1.8 Mazi Capital Proprietary Limited ("Mazi Capital"), which holds 1,710,828 MAS shares
(constituting c. 0.26% of all the MAS shares in issue); and
1.1.9 Momentum Investments Management Proprietary Limited ("Momentum"), which holds
1,699,349 MAS shares (constituting 0.24% of all the MAS shares in issue).
1.2 The Requisitioning Shareholders collectively hold more than 15% of the MAS shares in issue and
are accordingly, in terms of Article 12.2 of the articles of association of MAS ("MAS Articles"),
entitled to requisition a notice of general meeting of MAS shareholders ("EGM").
1.3 To date, regarding various communications from Prime Kapital or other parties that may be
interested in acquiring MAS shares, the Board has not made its views known to any extent.
Rather, via SENS announcements, MAS has essentially been no more than a conduit to market
for dissemination of communications received by it. In our view, as shareholders of MAS, we
should guide the Board as to what we reasonably require of it and our raising of queries below is
the commencement of providing this guidance. In doing so, you should be aware that there are
no arrangements or the like between the Requisitioning Shareholders that could reasonably be
regarded as constituting them as "concert parties" in any usual sense of that term.
1.4 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. We are mindful that the Board, less two of its members, must be supplemented. We have
secured the consents of four suitable candidates to be proposed as new members of the Board,
as referred to below. This board slate is entirely independent with no interest in MAS. Its only
intention would be to serve the best interests of the Company and all its stakeholders, no matter
what strategy the board adopts and pursues. The proposed four directors have confirmed their
willingness to serve, provided all four are appointed and with the expectation that Mr Mihail
Vasilescu and Mr Dan Pascariu will leave the board of MAS. This team of four is well positioned
to advance the interests of MAS and all its stakeholders and to provide independent and expert
oversight in respect of the business of MAS and its large investment in PKM Developments
Limited.
1.5 We are mindful of communications from the Chairman of MAS during engagements with various
shareholders during March 2025 that the Board would be receptive to shareholder initiatives
proposing changes to the composition of the Board. This was further confirmed in the Company's
Trading Update dated 30 June 2025, wherein the Board indicated that it has progressed its
process to identify candidates for appointment as Independent Non-Executive Directors and
formally extended an invitation to shareholders to provide any recommendations regarding
potential independent candidates by 18 July 2025.
1.6 We further note clause 4.2.3 of the request (received by the Board and referred to in the
announcement released on SENS on 19 June 2025) to convene a meeting of the shareholders
of MAS and containing conditional offers of undertaking by PKI, DJV and Prime Kapital, which
indicates an offer of undertaking by DJV and PKI that they will "provided no Change of Control
Event or Potential Change of Control Event which has not ceased to be Potential Change of
Control Event has occurred, (DJV and PKI), consult with other Shareholders with a view to
support the appointment to the MAS Board of additional directors nominated and/or supported by
other Shareholders, or the reconstitution of the MAS Board if required and supported by other
Shareholders." As such we believe that DJV and PKI should view our proposals contained in this
notice regarding changes to the Board in a positive light as enhancing governance.
1.7 We consider it appropriate in the present circumstances to bolster corporate governance as a
priority and therefore requisition an EGM at which the resolutions proposed below can be
considered by shareholders.
1.8 In this letter, "Board Committee" means a committee appointed by the Board comprising
independent non-executive directors of MAS, excluding Mr Pascariu. We invite a Board
Committee to respond to the queries below by announcement on SENS. We use capitalised
terms as defined in the MAS announcement of 3 March 2025, unless otherwise indicated:
1.8.1 The establishment of the DJV was announced by MAS on 2 March 2016, without
disclosure of the Development Margin or the Fixed Dividend.
1.8.2 On 3 October 2016 MAS announced on SENS an acquisition under the terms of a co-
investment agreement (the "investment joint venture") between MAS and Prime Kapital
Limited.
1.8.3 On 19 April 2017 MAS announced on SENS further acquisitions in terms of the investment
joint venture. In this announcement, MAS disclosed that all acquisitions made under the
investment joint venture would provide MAS with an effective economic interest in the
acquisitions at the equivalent of an 80% direct participation in the properties acquired and
a 20% participation at the weighted average cost of external funding achieved by the
acquisitions. From 2017 onwards, MAS repeatedly disclosed the economic participations
of it and Prime Kapital in the investment joint venture (see for example SENS
announcements of 30 April 2018, 5 December 2018 and 4 March 2019), yet MAS did not
disclose the Development Margin until March 2025.
1.8.4 On 22 November 2017 MAS announced on SENS in a trading update its position
regarding the optimal way in which to fund its commitments to the DJV and its intention to
take investment stakes in a portfolio of liquid European REITs in order inter alia to
generate an improved return on funds earmarked for the DJV, before drawdown,
compared to the then available euro interest rates on cash. It appears that, at least in
November 2017, investments in listed securities were to be undertaken by MAS and there
is no indication made public that it was contemplated by MAS that investments in listed
securities would be undertaken within the DJV.
1.8.5 In a voluntary SENS announcement on 4 June 2019 MAS provided an update on the DJV
and disclosed an increase in its funding commitment to the DJV, without disclosing the
Development Margin. In addition, MAS disclosed an option to buy out the interest of Prime
Kapital in the investment joint venture.
1.8.6 On 25 October 2019 MAS announced on SENS a transaction to acquire Prime Kapital's
effective economic interest in the investment joint venture and a property management
platform. The circular referred to in this announcement was duly issued and the
resolutions proposed to shareholders therein approved.
1.8.7 From June 2020, via directors' dealings announcements, it was made apparent that the
DJV was acquiring MAS shares. In the commentary to its 2020 annual financial
statements (referred to below as the "2020 commentary") and in the voluntary trade
update and pre-closing statement published on 10 December 2020 (referred to as the
"December 2020 pre-close"), MAS provided its views on MAS share purchases by the
DJV.
1.8.8 We read the 2020 commentary as implying that a wide investment mandate was a pre-
condition of Prime Kapital to the establishment of the DJV and a term of the DJV
Agreement from its conclusion. If this was always MAS' intention, we find that to be
inconsistent with -
1.8.8.1 all disclosures relating to the DJV from inception to 2020;
1.8.8.2 the nature of the DJV as a property development joint venture in contrast to the
investment joint venture;
1.8.8.3 the different economic participations appropriate to investment rather than
property development activities; and
1.8.8.4 the negative economic implications of the Development Margin on capital
deployed in the DJV other than to develop properties, as disclosed in MAS' SENS
announcement of 3 March 2025.
1.8.9 In May 2020, when the Board approved the "Mandate to Management of the Company
Regarding Investments in Listed Securities" for adoption by the DJV, Mr Slabbert was the
CEO of MAS and the DJV was a related party to MAS (see 3.1.5 of the summary made
public via SENS announcement on 4 July 2025). This decision by the board of MAS clearly
materially altered the business of the DJV as it thereafter began deploying capital provided
by MAS to purchase MAS shares rather than to fund developments (while still paying the
Development Margin to Prime Kapital). We query why this decision by MAS was not put
to MAS shareholders for approval? When did it became apparent to the Board that the
DJV or its wholly owned subsidiary, with financial assistance from MAS, intended to utilise
this MAS-approved revised mandate to acquire a controlling shareholding or even all the
issued shares in MAS?
1.8.10 We request that MAS disclose its analysis and advice regarding the legal implications
under Maltese law of the provision by MAS of financial assistance to the DJV for the
purpose of the acquisition of MAS shares by the DJV or a wholly owned subsidiary of the
DJV. Specifically, we query whether there is any basis under Maltese law to consider
funding advanced by MAS to the DJV for the purpose of the acquisition of MAS shares to
be unlawful.
1.8.11 On 22 April 2022 MAS announced on SENS that it intended to propose, for shareholder
approval as related party transactions, acquisitions of properties from the DJV and
amendments to the DJV Agreement to extend the duration of the DJV Agreement and
increase MAS' funding commitment to the DJV. When the circular was issued on 8 June
2022, it did not disclose the detail of or make available for inspection as a material contract
the DJV Agreement that it was proposed be amended. It did not even disclose the order
of priority of capital payments that it was proposing to amend – disclosed by MAS for the
first time in 4.4.3 of the summary referred to in the SENS announcement on 4 July 2025.
It also did not disclose the Development Margin. These were clearly material omissions,
particularly in light of the "difference of interpretation" referred to in 4.4.5 of the summary
made available for the first time on 4 July 2025. In effect, shareholders were presented
with the DJV Relationship Extension Letter as if it were a stand-alone agreement, but MAS
now discloses that this document cannot be fully understood without reference to the
original provisions of the DJV agreement, which were withheld from shareholders when
they were asked to approve the DJV Relationship Extension Letter. What does the Board
say to this?
1.8.12 On 3 March 2025, MAS announced on SENS a proposed repurchase by PKM
Development Limited of Prime Kapital's 60% ownership and termination of the DJV
agreement. The disclosure in this announcement included that -
1.8.12.1 in terms of the DJV Agreement, a development margin is due by the DJV to Prime
Kapital at a rate of 3.75% calculated on the value of the preferred equity issued
by the DJV to MAS;
1.8.12.2 there is a difference of opinion (which we refer to below as the "dispute") between
MAS and Prime Kapital regarding the definition and calculation of what
constitutes surplus capital and any payment of surplus capital and/or capital
profits to Prime Kapital and MAS as ordinary shareholders in the DJV in situations
where the preferred Fixed Dividends due to MAS on its preference shares in the
DJV are in arrears;
1.8.12.3 the Board holds the view that all accrued Fixed Dividends and Development
Margin must first be settled in full before any surplus capital is distributed to
ordinary shareholders in the DJV. Prime Kapital's interpretation, however, does
not consider this necessary; and
1.8.12.4 the Development Margin has a muted impact on fair valuation increases only as
it is unpaid and capitalised to new developments, but if no or limited
developments are pursued by the DJV, the ongoing development margin due to
Prime Kapital will be expensed against and paid from operating income on
standing assets.
1.8.13 We note that the information disclosed in MAS' announcement of 3 March 2025 was
evidently price sensitive. Following the announcement, the share price of MAS on the JSE
declined materially in contrast to the share prices of comparable property companies over
comparable periods. We query whether this price sensitive information should have been
disclosed much earlier for MAS to have met its obligations to publish price sensitive
information timeously, noting numerous prior representations that Prime Kapital
contributes a development pipeline to the DJV at cost?
1.8.14 We query whether MAS has made sufficient disclosure regarding the dispute? The
request to convene a meeting of the shareholders of MAS announced on SENS on
18 June 2025 and the notice to MAS shareholders that followed includes a definition of
"Enhanced DJV Distribution Waterfall". Prime Kapital has informed MAS shareholders
that MAS' position regarding this dispute is driven neither by legal merit nor by commercial
reasoning, but rather by external pressure. It appears that Prime Kapital contends that the
DJV may make payments to its ordinary shareholders (with MAS holding only 40% of the
DJV's ordinary shares and Prime Kapital 60%) to such an extent that the DJV will
thereafter be unable to pay the fixed dividend on the preference share (with MAS holding
100% and Prime Kapital 0% of the preference shares). If the fixed dividend on the DJV
preference shares accrues but is not settled periodically, that will materially reduce the
cash-backed earnings of MAS and place MAS' investment in DJV preference shares at
greater risk resulting in reduced fair value, particularly as it appears that Prime Kapital
contends that the equity buffer to be retained by the DJV after payments to ordinary
shareholders must not be calculated to take account of the quantum of the accrual in the
unpaid fixed dividends on the preference shares? In light of the further disclosures in MAS'
trading update, MAS should explain in detail its view of the commercial reasoning
underlying Prime Kapital's contention.
1.8.15 As regards MAS' announcement on SENS of 18 June 2025, we request that the Board
Committee make public the PK Parties estimates and projection of value to be unlocked
through what is defined in that announcement as the "Enhanced Value Unlock Strategy",
with such disclaimers or comments thereto as the Board Committee considers necessary
or appropriate. In addition, we request the view of the Board Committee on the quantum,
fairness and reasonableness of the proposal by the PK Parties that MAS CEE and MAS
waive, in favour of DJV and Prime Kapital, 15% of the principal redemption value of the A
Preference Share in consideration for the acceptance by DJV and Prime Kapital of the
proposed early termination notice.
1.8.16 We assume Prime Kapital, the DJV and entities they control have access to information
regarding the DJV and the dispute which other MAS shareholders and market participants
do not. MAS should provide shareholders with all relevant material facts regarding matters
put to shareholders for consideration.
1.8.17 We seek the Board Committee's views on whether MAS' disclosure to date is sufficient to
amount to equality of information between shareholders, market participants and actual
or potential offerors for MAS shares. In our view, given the history and context, MAS
should make available to the public all documents necessary to understand in full the DJV
Agreements and the extraordinary situation that, with the financial assistance of MAS, the
DJV has acquired a material shareholding and has proposed to acquire a controlling
shareholding or all issued shares in MAS.
1.9 Accordingly, one of the resolutions to be proposed to be considered at the EGM request in terms
of this notice, is an advisory resolution that the Board establish the Board Committee with the
authority to respond by SENS announcements to the queries and matters raised above and to
make such further disclosures as meet in full the disclosure obligations of MAS and best practice
for a JSE-listed public company in these circumstances.
2 Notice of request for extraordinary general meeting in terms of Article 12.2 of the MAS Articles
As Shareholders collectively holding more than 15% of the MAS shares in issue, we hereby, in terms
of Article 12.2 of the MAS Articles read with the applicable provisions of the Malta Companies Act,
request that the Board convene an EGM to consider, and if deemed fit, approve, the following ordinary
resolutions (the "Proposed Resolutions"):
Establishment of Board Committee
2.1 Ordinary Resolution Number 1
"RESOLVED, as an advisory resolution, that the Board establish the Board Committee with the
authority to respond by SENS announcements to the queries and matters raised above and to
make such further disclosures as meet in full the disclosure obligations of MAS and best practice
for a JSE-listed public company in the applicable circumstances."
Purpose of Ordinary Resolution Number 1
The purpose of Ordinary Resolution Number 1 is to provide the Board with an indication of support
of shareholders for the Board to establish the Board Committee for the reasons and having the
mandate outlined in this notice.
Ordinary Resolution Number 1 requires the approval of more than 50% of the votes present and
exercised by shareholders at the EGM. No shareholder is excluded from voting on Ordinary
Resolution Number 1 in terms of the MAS Articles or the Listings Requirements of the JSE.
Changes to the Board
2.2 Ordinary Resolution Number 2
"RESOLVED THAT Mr Mihail Vasilescu be and is hereby removed as a director of the Company."
Purpose of Ordinary Resolution Number 2
The purpose of Ordinary Resolution Number 2 is to remove Mr Vasilescu as director of the
Company.
Ordinary Resolution Number 2 requires the approval of more than 50% of the votes present and
exercised by shareholders at the EGM. No shareholder is excluded from voting on Ordinary
Resolution Number 2 in terms of the MAS Articles or the Listings Requirements of the JSE.
2.3 Ordinary Resolution Number 3
"RESOLVED THAT Mr Dan Pascariu be and is hereby removed as a director of the Company."
Purpose of Ordinary Resolution Number 3
The purpose of Ordinary Resolution Number 3 is to remove Mr Pascariu as director of the
Company.
Ordinary Resolution Number 3 requires the approval of more than 50% of the votes present and
exercised by shareholders at the EGM. No shareholder is excluded from voting on Ordinary
Resolution Number 3 in terms of the MAS Articles or the Listings Requirements of the JSE.
2.4 Ordinary Resolution Number 4
"RESOLVED THAT Mr Des de Beer be and is hereby appointed as a director of the Company."
This resolution is conditional upon the adoption of all the other Proposed Resolutions, other than
Ordinary Resolutions Numbers 1, 2 and 3.
Purpose of Ordinary Resolution Number 4
The purpose of Ordinary Resolution Number 4 is to appoint Mr de Beer as director of the
Company. A curriculum vitae of Mr De Beer is attached as Annexure 1 to this letter.
Ordinary Resolution Number 4 requires the approval of more than 50% of the votes present and
exercised by shareholders at the EGM. No shareholder is excluded from voting on Ordinary
Resolution Number 4 in terms of the MAS Articles or the Listings Requirements of the JSE.
2.5 Ordinary Resolution Number 5
"RESOLVED THAT Mr Robert Emslie be and is hereby appointed as a director of the Company."
This resolution is conditional upon the adoption of all the other Proposed Resolutions, other than
Ordinary Resolutions Numbers 1, 2 and 3.
Purpose of Ordinary Resolution Number 5
The purpose of Ordinary Resolution Number 5 is to appoint Mr Emslie as director of the Company.
A curriculum vitae of Mr Emslie is attached as Annexure 2 to this letter.
Ordinary Resolution Number 5 requires the approval of more than 50% of the votes present and
exercised by shareholders at the EGM. No shareholder is excluded from voting on Ordinary
Resolution Number 5 in terms of the MAS Articles or the Listings Requirements of the JSE.
2.6 Ordinary Resolution Number 6
"RESOLVED THAT Mr Sundeep Naran be and is hereby appointed as a director of the Company."
This resolution is conditional upon the adoption of all the other Proposed Resolutions, other than
Ordinary Resolutions Numbers 1, 2 and 3.
Purpose of Ordinary Resolution Number 6
The purpose of Ordinary Resolution Number 6 is to appoint Mr Naran as director of the Company.
A curriculum vitae of Mr Naran is attached as Annexure 3 to this letter.
Ordinary Resolution Number 6 requires the approval of more than 50% of the votes present and
exercised by shareholders at the EGM. No shareholder is excluded from voting on Ordinary
Resolution Number 6 in terms of the MAS Articles or the Listings Requirements of the JSE.
2.7 Ordinary Resolution Number 7
"RESOLVED THAT Mr Stephen Delport be and is hereby appointed as a director of the Company."
This resolution is conditional upon the adoption of all the other Proposed Resolutions, other than
Ordinary Resolutions Numbers 1,2 and 3.
Purpose of Ordinary Resolution Number 7
The purpose of Ordinary Resolution Number 7 is to appoint Mr Delport as director of the
Company. A curriculum vitae of Mr Delport is attached as Annexure 4 to this letter.
Ordinary Resolution Number 7 requires the approval of more than 50% of the votes present and
exercised by shareholders at the EGM. No shareholder is excluded from voting on Ordinary
Resolution Number 7 in terms of the MAS Articles or the Listings Requirements of the JSE.
Curriculum Vitae
Annexure 1
Des de Beer
Des was the CEO of Resilient from 2002 to 2023 and is currently a non-executive director of Resilient and
Lighthouse Properties p.l.c. As CEO, Des grew Resilient from its listing while also playing significant roles in
the founding and growth of other real estate companies including NEPI Rockcastle and Lighthouse. Des has
deep experience in the real estate public markets and particularly in retail in South Africa, Europe including
Eastern Europe, the UK and elsewhere. Des has been recognised as a transformative leader, with strong
board endorsements throughout his career. When Des retired as CEO in 2023, he had long-established
Resilient as a premium rated retail REIT on the JSE. Des has no interest in MAS beyond fulfilling the oversight
role of an independent non-executive director, which he has consented to do for a limited period at the request
of institutional shareholders in MAS.
Annexure 2
Robert Emslie
A career banker at Absa, Robert retired in 2008 as a member of the Absa group executive committee, CEO
of Absa Corporate and Business Bank and prior to the Barclays takeover head of Absa Corporate and
Merchant Bank. Since retirement, Robert has been active on several boards and board committees including,
in the listed property sector, NEPI Rockcastle and Transcend Property Fund (both chaired by Robert).
Annexure 3
Sundeep Naran
Sundeep is a seasoned Investment Banker with over 25 years' experience in Financial Services and 10 years'
experience in Corporate Governance. His full career within RMB included experience in corporate finance,
M&A, Leveraged Finance, Financial Resources Management across the bank, and leadership positions on
executive committees and as head of bank divisions. Sundeep has served as a board member representing
RMB and as a non-executive director. Currently, Sundeep is an independent non-executive director at The
SPAR Group Limited and an independent credit and risk committee member at Sanlam Specialised Finance.
Annexure 4
Stephen Delport
Stephen started his career in 2003 in the asset management industry as a research analyst. He has covered
the global listed real estate industry, having managed several types of portfolios including collective
investment schemes, exchange trade funds and hedge funds. Stephen joined Resilient in 2007 and
Rockcastle Global Real Estate Company Limited in 2012 and has been part of the successful and consistent
property investment philosophy and process of that group. Stephen was a founder of Lighthouse Properties
p.l.c., a real estate investment company, where he served as Chief Executive Officer from its listing in 2016
until July 2021."
9 July 2025
For further information please contact:
Irina Grigore, MAS P.L.C. +356 27 66 36 91
Java Capital, JSE Sponsor +27(0)60 572 2299
Date: 09-07-2025 05:45:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
