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Repurchase of Shares and Clarification on Mandatory Offer Obligations under Article 41 and The 2029 Bond Put Option
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS", the "Company" or the "Group")
REPURCHASE OF SHARES IN ACCORDANCE WITH GENERAL AUTHORITY AND CLARIFICATION ON MANDATORY OFFER
OBLIGATIONS UNDER ARTICLE 41 AND THE 2029 BOND PUT OPTION
1. Introduction
Shareholders are referred to the announcement published by the Company on SENS on 10 October 2025 in terms of which, inter alia, the
reconstituted board of directors of the Company (the "Board") going forward would prioritise the most attractive investment opportunities,
guided first and foremost by the objective of maximising long term shareholder value on a per share basis, including investments in the
Company itself through accretive share buybacks.
Shareholders are advised that, in compliance with paragraphs 5.79 and 11.27 of the Listings Requirements of JSE Limited ("JSE"), in
accordance with the general authority granted by shareholders at the Company's annual general meeting ("AGM") held on Friday, 6
December 2024 ("General Authority"), MAS has cumulatively repurchased 21,162,295 ordinary shares ("Shares") through on-market
transactions on the JSE, representing 3.03% of the Company's issued share capital (excluding shares held in treasury) as at the date of the
AGM (the "Repurchase").
2. Details of General Repurchase
Dates of the General Repurchase: 14 October 2025 to 14 November 2025
Number of Shares repurchased: 21,162,295
Highest price per Share (Rand cents): 2189
Lowest price per Share (Rand cents): 2036
Volume weighted average price ("VWAP") per Share (Rand cents): 2114.3412
Total value of Shares repurchased (Rand): 444,752,965.94
The General Repurchase was effected through the order book operated by the JSE and done without any prior understanding or
arrangement between the Company and the counter parties.
No Shares were repurchased during a closed period.
Following the General Repurchase: MAS holds 37,749,201 Shares as treasury shares, representing 5.40% of the Company's Shares in
issue as at the date of this announcement. Of these, 16,586,906 are held by a subsidiary of the Company. The extent of the general authority
outstanding is 48,793,586 Shares, representing 6.97% of the total Shares in issue as at the date of the AGM.
3. Source of funds
The General Repurchase was funded from available cash resources.
4. Statement by the directors
At the time the General Authority was considered and the relevant threshold for General Repurchase was set and proposed for shareholders'
approval at the AGM, the Board also considered the effect of the General Repurchase and was of the opinion that, for a period of 12 months
following the date of the General Authority, under which the General Repurchase was executed:
• the Company and the Group will be able to pay its debts in the ordinary course of business;
• the total assets of the Company and the Group will be in excess of the total liabilities of the Company and the Group. For this purpose, the
assets and liabilities were recognised and measured in accordance with the accounting policies used in the latest audited annual Group
financial statements;
• the share capital, reserves and working capital of the Company and the Group will be adequate for ordinary business purposes; and
• the Company and the Group have passed the solvency and liquidity test and since the test was performed there have been no material
changes in the financial position of the Group.
5. Impact of the General Repurchase on financial information
The General Repurchase and related transaction costs have not had a material impact on the financial information of MAS and will result in
a decrease in the Company's cash balances corresponding to the approximate value of the Shares repurchased.
6. Clarification on mandatory offer obligations under Article 41 and the 2029 bond put option
As a consequence of the Repurchase, the percentage shareholdings of existing shareholders who did not participate in the Repurchase
have increased proportionately, and PK Investments Ltd ("PK Investments") and parties who are deemed to be acting in concert with PK
Investments for purposes of the Company's articles of association ("Articles") now collectively hold more than 50% of the issued shares of
the Company.
The Board wishes to draw shareholders' attention to Article 41 of the Company's Articles of Association, which provides that an obligation
to make a mandatory bid to the remaining shareholders only arises where a person acquires a "Controlling Interest" (as such term is defined
in the Articles) as a result of his own acquisition of shares or the acquisition of shares by persons acting in concert with such person.
Given that PK Investments and parties who are deemed to be acting in concert with PK Investments for purposes of the Articles crossed
the 50% control threshold as a consequence of the Repurchase, and not as a consequence of an acquisition of shares by any of them, no
mandatory bid obligation has arisen under Article 41 of the Articles.
Furthermore, the Company has determined that the Repurchase did not trigger a "Change of Control Put Event" for the purposes of the
terms and conditions of the MAS Securities B.V. notes due in 2029 (the "2029 bond terms"), which are guaranteed by the Company, and
therefore the put option available to bondholders when a "Change of Control Put Event" occurs has not been triggered. In this regard, the
Board notes, inter alia, that the deeming provisions relating to parties acting in concert for purposes of the Articles do not apply to the 2029
bond terms which regulate a "Change of Control Put Event". Unlike the position under the Articles, the Board has determined that PK
Investments is not, for purposes of the 2029 bonds terms, acting in concert with any other person or persons who, together with PK
Investments, hold more than 50% of the shares or voting rights in MAS.
The Company confirms that the Repurchase was effected in full compliance with the Articles, the Companies Act (Cap. 386 of the Laws of
Malta), the JSE Listings Requirements, and the 2029 bond terms.
17 November 2025
For further information please contact:
Irina Grigore, MAS P.L.C. +356 27 66 36 91
PSG Capital, JSE Sponsor +27 010 978 2434
Date: 17-11-2025 08:30:00
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