Prime Kapital has formally launched its voluntary offer to acquire the MAS shares it does not already own, escalating the takeover battle just days after Hyprop withdrew its competing bid over transparency concerns.
Announced on the JSE’s news service on Monday, the offer is priced at €1.40 per share (about R29.22), a 28% premium to MAS’s current share price, and is backed by €230m in secured funding. The company said the offer was not conditional on gaining control of MAS, but only required a 10% shareholder acceptance of the cash component.
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.
This comes after Hyprop terminated its own offer, citing the MAS board’s refusal to provide access to joint venture agreements that cover nearly half the group’s net assets. Hyprop criticised what they described as a lack of transparency and raised concern over MAS’s governance and liquidity position.
In response, 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 also reiterated that it had no intention to delist MAS, aiming instead to stabilise and grow the business.
“We are very pleased to be able to finalise our offer now that we’ve secured €230m in funding. This puts us in a strong position to provide shareholders with an attractive cash price and high cash cover,” said Prime Kapital CEO Martin Slabbert.
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.
After Hyprop’s sudden withdrawal last week, Naeem Tilly, portfolio manager and head of research at Sesfikile Capital, one of the biggest shareholders in MAS, told Business Day that the development joint venture (DJV) agreements contained sensitive terms that had not been disclosed to shareholders.
One of the key issues was a development margin fee payable to Prime Kapital. “Without access to the full agreement, Hyprop chose not to proceed,” Tilly said. “That document was essential to assess the risks for shareholders.”
In July’s SA listed property review, Golden Section Capital said that the refusal to permit standard due diligence on the single most contentious issue in the company would be a fatal obstacle in any merger and acquisition process.
“It suggests that the terms are either more onerous than disclosed or Prime Kapital, which already holds 60% of the equity in the DJV, was simply unwilling to have its control diluted,” the review said.
Regional property consultant at eXp SA Kura Chihota said: “The deal was never a matter of life or death for Hyprop, whereas for the principals of Prime Kapital, it represents a far more significant and personal stake.”
Update: August 4 2025
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