| Mon 24 Aug 2009, 17:15 | | MSP - MAS Plc - Abridged Pre-Listing Statement |
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JSE
MSP
MSP - MAS Plc - Abridged Pre-Listing Statement
MAS PLC
Previously Mergon Property Holdings Limited
(Incorporated in the Isle of Man)
(Registration number 2893V)
Share code: MSP
ISIN: IM00B4LFGH00
("MAS" or "the Company")
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement is not an invitation to the public to
subscribe for shares in MAS, but is issued in compliance with the Listings
Requirements of the JSE Limited for the purpose of providing information to the
public with regard to MAS.
OVERVIEW OF MAS
MAS was incorporated in the Isle of Man on 3 July 2008 under the name of Mergon
Property Holdings Limited. The Company changed its name to MAS Plc on 4 March
2009.
Introduction
The Company has been established to invest primarily in the high quality office,
retail, industrial and other property sectors initially in the UK, Germany and
Switzerland. The Company`s objective is to provide shareholders with an
opportunity to invest in a long term closed-ended investment company for
investors seeking European investment opportunities that yield stable returns
and portfolio diversification.
The Company listed on the EURO-MTF in Luxembourg on 12 August 2009, where it has
its primary listing. The listing on the Altx will be the Company`s secondary
listing.
Investment strategy
The Company will initially focus on investing in the UK, Germany and
Switzerland. The eventual investment allocation will be approximately 60% to 70%
in prime investment properties and the balance in real estate opportunities with
potential for return enhancement through renovation and active asset management,
which includes the possibility of providing property related mezzanine funding.
Opportunistic and mezzanine investments will be added after a portfolio of core
investments has been established. The portfolio will be geared. It is not
intended that total gearing on the portfolio will exceed 70% of total assets in
the portfolio for a sustained period of time, however the Company retains the
flexibility to borrow up to 85% of acquisition values of the properties in which
it invests. The board will continuously review the Company`s debt position to
ensure that it remains appropriate for the prevailing financial conditions. In
order to drive return, active asset management as well as debt and interest rate
hedging management strategies will be applied.
Notwithstanding the present global financial circumstances, the Company believes
that it is appropriate to target and it therefore aims to achieve annualised
investment returns in excess of 10% in Euro over the medium to long term. If, in
the Company`s view, circumstances change in future to make this target and
expectation inappropriate as a medium to long term objective, this will be
communicated to shareholders.
The Investment Adviser
The Company has appointed an investment adviser to provide investment advisory
services to the Company in the terms of an Investment Advisory Agreement
("Investment Adviser"). The Investment Adviser is an Isle of Man incorporated
company set up specifically to provide dedicated investment advisory services to
the Company.
Borrowings
The terms of the Company`s bank borrowings will be determined on a project by
project basis and the Company will be advised by the Investment Adviser in this
regard. It is anticipated that property acquisitions will be made primarily
through special purpose vehicles and that borrowing may also be undertaken
separately by each special purpose vehicle. It is not intended that total
gearing on the portfolio will exceed 70% of total assets in the portfolio for a
sustained period of time, however the Company retains the flexibility to borrow
up to 85% of acquisition values of the properties in which it invests. It is the
intention of the Company that acquisitions will be geared such as to achieve an
appropriate balance between the risk of carrying debt and the enhancement of
earnings through gearing and protection will be acquired against unforeseen
increases in short term interest rates.
Dividend Policy
The Company aims to provide an investment to shareholders that maximises
shareholder value by adopting a high income distribution policy. The Company
aims to distribute annually all distributable cash profits taking into account
various factors including the Company`s operating results and current and
anticipated operating cash needs. Other than in exceptional circumstances, it is
not the intention to retain profits for investment purposes. Where funds are
required to grow the investment portfolio, the Company will ordinarily look to
achieve this by raising fresh funds from shareholders or the market.
Prospects
The directors of the Company believe that the Company has excellent prospects on
the basis of its concluded transaction, the various potential properties it has
identified (which are at different stages of due diligence and negotiation),
additional transactions in the pipeline, current market conditions and access to
future deal flow, which the directors believe will provide annualised returns in
line with the Company`s investment return expectations detailed above. Details
of the concluded transaction and the various potential properties identified are
set out in the full pre-listing statement.
PRIVATE PLACING
Private placing in South Africa
Prior to the issue of this announcement the Company received irrevocable
applications to subscribe for shares on market on listing date. Applications
have been received for approximately 6,905,042 shares at Euro1.00 per share, for
a total subscription consideration of R79,185,636.61 or approximately
Euro6,905,042, from selected institutions, high net worth individuals and
business associates, in South Africa. In line with exchange control approval
obtained by the Company from the South African Reserve Bank, the shares will
only be allotted and issued to the applicants on listing date and will only be
issued on market as listed shares.
Private placing in Europe
During July 2009, the Company raised Euro2,199,648 through the private placement
of 2,199,648 million shares at Euro1 per share, from selected institutions, high
net worth individuals, business associates and individuals, in Europe and the
Isle of Man. Accordingly on 31 July 2009, 2,199,648 no par value shares were
issued by the Company at a price of Euro1 per share to the participants.
Future capital raisings
It is the intention of the Company to raise additional capital in the years
ending 28 February 2010, 28 February 2011 and 29 February 2012. In this regard
the Company has received an irrevocable undertaking to invest an additional R100
million in the Company from its anchor investor within three months of the
listing date (the Company may in its discretion request the anchor investor to
defer payment of the additional R100 million to a later date in order fulfil
regulatory requirements or to coordinate the additional investment with a future
capital raising, but same may not be deferred to later than twelve months after
the listing date). The Company will endeavour to give all MAS shareholders an
equal opportunity to subscribe for additional shares in MAS, provided that same
makes commercial sense and subject to regulatory requirements. A detailed
announcement will be made to shareholders in this regard at an appropriate date.
LISTING ON ALTX
The JSE has formally approved the secondary listing of approximately 9,104,790
MAS ordinary shares of no par value on the Altx, under the abbreviated name
"MAS" and share code "MSP" with effect from the commencement of trade on Monday,
31 August 2009.
The purpose of the secondary listing is to provide:
- the Company with access to a wider African investor base with long-term
investment capital and to enhance potential investors` awareness of the
Company;
- the Company with access to a central trading facility thereby providing
liquidity to shareholders;
- shareholders with the ability to realise value through an effective price
discovery mechanism; and
- a platform for the Company to raise funding to pursue growth opportunities
in the future.
On listing date, the share capital of the Company will be approximately
9,104,790 shares of no par value. The anticipated market capitalisation of MAS
on listing will be approximately Euro9,104,790 or R104,411,911 (before listing
expenses).
DIRECTORS
The full names, ages, business address and capacities of the directors of MAS
are outlined below:
Full name Age Capacity Business Address
Lukas Nakos 33 Managing 25 Athol Street
(Greek) director Douglas
Isle of Man
IM1 1LB
Malcolm Howden 32 Financial 25 Athol Street
Levy (British) director Douglas
Isle of Man
IM1 1LB
Jaco Jansen 36 Independent Falcon Cliff
(South non- Palace Road
African) executive Douglas
director Isle of Man
Gideon 42 Non- Mertech Building
Johannes executive Glenfield Office
Oosthuizen director Park
(South Oberon Street
African) Faerie Glen
South Africa
0043
Ronald Charles 62 Independent Carefree Cottage
Spencer non- Mount Rule
(British) executive Braddan
director Isle of Man
IM4 4HT
COPIES OF THE PRE-LISTING STATEMENT
This abridged pre-listing statement contains the salient information in respect
of MAS, which is more fully described in the pre-listing statement. The pre-
listing statement, will be posted to all MAS shareholders on Tuesday, 25 August
2009. Copies of the pre-listings statement may be obtained during normal
business hours at the registered office of MAS at 25 Athol Street, Douglas, Isle
of Man, IM1 1LB, from the South African transfer secretaries, Computershare
Investor Services (Pty) Limited, at Ground Floor, 70 Marshall Street,
Johannesburg, 2001 and from MAS` designated adviser PSG Capital (Pty) Limited at
1st Floor Ou Kollege, 35 Kerk Street, Stellenbosch.
In addition the pre-listing statement can be downloaded from the company`s
website at www.masplc.com.
In this announcement and in the pre-listing statement the exchange rate on the
last practicable date for completion of the pre-listing statement of
Euro1 : R11.4678 has been used. Potential investors and shareholders should note
that the shares in MAS are Euro denominated shares and therefore the
subscription consideration raised in terms of the private placement for shares
to be issued on market on listing date in South Africa shall be converted from
Rand to Euro at the exchange rate at the close of business today, the fifth
business day prior to the listing date, and therefore certain figures stated in
this announcement and the pre-Listing statement, including, inter alia, the
number of issued shares and the market capitalisation of MAS may vary from the
actual figures on listing date, dependent on movements in the exchange rate. The
directors do not believe that any such variations will be material however in
the event that same is material MAS will announce same on SENS. In line with
exchange control approval obtained by the Company from the South African Reserve
Bank, the shares will only be allotted and issued to the applicants on listing
date and will only be issued on market as listed shares.
24 August 2009
Isle of Man
Designated Adviser
PSG Capital (Pty) Limited
Date: 24/08/2009 17:15:01 Produced by the JSE SENS Department.
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