| Fri 19 Feb 2010, 8:00 | | MSP - MAS Plc - Abridged Prospectus |
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MSP
MSP
MSP - MAS Plc - Abridged Prospectus
MAS PLC
Previously Mergon Property Holdings Limited
(Incorporated in the Isle of Man)
(Registration number 2893V)
(Registered as an external company in the Republic of South Africa)
(Registration number 2010/000338/10)
JSE Share code: MSP
SEDOL: B4LFGHO
ISIN: IM00B4LFGH00
("MAS" or "the Company")
ABRIDGED PROSPECTUS
This abridged prospectus is not an invitation to the public to subscribe for
shares in MAS, but is issued for information purposes only. The information
contained in this abridged prospectus has been extracted from the prospectus of
the Company registered by the Registrar of Companies on 12 February 2010
("Prospectus"). The Prospectus relates to a second capital raising, by MAS, by
way of a private placing of 47,846,889 shares of no par value ("private
placement shares"), at an issue price of _1 per share, in the share capital of
MAS, thereby raising _47,846,889 or approximately R500 million (before private
placement expenses) ("the private placing"), in South Africa, Europe and the
Isle of Man.
PRIVATE PLACING
The private placement shares will be offered for subscription to existing
Shareholders in proportion to their existing shareholding in the Company and in
compliance with the pre-emptive rights set out in the articles of association of
the Company. The prescribed period for the offer to existing Shareholders
pursuant to the pre-emptive rights will run concurrently with an offer to select
institutions, high net worth individuals and business associates, in South
Africa, Europe and the Isle of Man. For the sake of clarity, the rights of
existing Shareholders under the pre-emptive rights do not constitute warrants
and will not be listed or separately traded on either of the Euro MTF market or
Altx. To the extent that the private placing is not fully subscribed by existing
Shareholders, the private placement shares will be offered to select
institutions, high net worth individuals and business associates, in South
Africa, Europe and the Isle of Man.
The private placement opens at 09:00 (CET) on 22 February 2010 and closes at
12:00 (CET) on 31 March 2010.
The full details, terms and conditions of the private placing are contained in
the Prospectus, which will be made available to existing Shareholders and select
institutions, high net worth individuals and business associates, in South
Africa, Europe and the Isle of Man.
INCORPORATION AND HISTORY
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. MAS was registered as an external company in South Africa on 8 January
2010.
MAS listed on the EURO MTF market on 12 August 2009, where it has its primary
listing, and on the Altx on 31 August 2009, where it has its secondary listing.
MAS is a recently incorporated company and therefore, save for the completed
acquisitions of the Aldi Portfolio and the DPD Property (full details of the
Aldi Portfolio and the DPD Property are contained in the Prospectus), MAS has no
trading history.
OVERVIEW OF MAS
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 with an
infinite life for investors seeking European investment opportunities that yield
stable returns and portfolio diversification.
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 SPVs and that borrowing may also be undertaken separately by each SPV.
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:
- the Aldi Portfolio already acquired;
- the DPD Property already acquired;
- the various potential properties it has identified and which are at
different stages of due diligence and negotiation (as detailed in the
Prospectus);
- the additional transactions in the pipeline;
- current market conditions; and
- access to future deal flow.
THE PURPOSE OF THE PRIVATE PLACEMENT
The purpose of the private placement is to:
- raise additional capital to fund the acquisition of further properties;
- raise additional working capital;
- enhance the size of the free float of shareholders on both the Altx and the
Euro MTF market, in order to create liquidity in the share;
- to enable the anchor investor to invest R100 million in line with its
commitment to the Company; and
- provide existing Shareholders with the opportunity to subscribe for
additional shares in MAS.
It is anticipated that should the private placement be fully subscribed, that
the capital raised will be applied as follows:
- working capital (including acquisition costs) - 17%; and
- new acquisitions - 83%.
The above is an approximation only and it remains in the Directors` absolute
discretion to determine the allocation of the private placement proceeds. As and
when the Company undertakes further capital raisings to expand its investment
portfolio, the ratio of capital allocated between working capital and new
acquisitions will continuously adjust in favour of allocation of funds to new
acquisitions.
FINANCIAL INFORMATION
The audited historical financial information for the year ended 28 February 2009
and the reviewed interim financial information for the six months ended 31
August 2009 for MAS, the preparation of which is the responsibility of the
Directors, are presented in Annexure 1A and Annexure 1B of the Prospectus. The
independent auditors` report on the historical financial information of MAS is
presented in Annexure 2 of the Prospectus. The independent review report on the
interim financial information of MAS is presented in Annexure 3 of the
Prospectus.
The unaudited pro forma balance sheet and income statement of MAS is presented
in Annexure 4 and the forecast financial information of MAS is presented in
Annexure 5 of the Prospectus. Both the unaudited pro forma balance sheet and
income statement and the forecast financial information have not been reported
on by an independent reporting accountant.
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 Chairman, Carefree Cottage
Spencer Independent Mount Rule
(British) non- Braddan
executive Isle of Man
director IM4 4HT
COPIES OF THE PROSPECTUS
The Prospectus, will be made available to Shareholders and select institutions,
high net worth individuals and business associates, in South Africa, Europe and
the Isle of Man from Monday, 22 February 2010. Copies of the Prospectus 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 Luxembourg legal adviser,
M Partners at 56, rue Charles Martel, L-2134, Luxembourg, from the JSE Sponsor,
PSG Capital (Pty) Limited at 1st Floor Ou Kollege, 35 Kerk Street, Stellenbosch
and at Building 8, Woodmead Estate, 1 Woodmead Drive, Woodmead, 2198 and from
the South African transfer secretaries, Computershare Investor Services (Pty)
Limited, at Ground Floor, 70 Marshall Street, Johannesburg, 2001.
In this announcement an exchange rate on the last practicable date of the
Prospectus of _1:R10.45 has been used. Shareholders and select applicants should
note that the shares in MAS are Euro denominated shares and therefore the Rand
denominated subscription consideration raised in terms of the private placement
for shares shall be converted from Rand to Euro at the closing spot exchange
rate on the closing date of the private placement, and therefore the number of
private placement shares and capital to be raised in terms of the private
placement, may vary from the actual figures on listing of the private placement
shares, dependent on movements in the exchange rate between the last practicable
date and the closing date of the private placement. 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 the LuxSE website and 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 of the private placement shares and will only be issued on market as listed
shares.
Isle of Man
19 February 2010
Luxembourg Legal Adviser
M Partners
Sponsor
PSG Capital (Pty) Limited
Date: 19/02/2010 08:00:02 Produced by the JSE SENS Department.
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