| Mon 4 Aug 2025, 7:10 | | LAUNCH OF A VOLUNTARY BID BY PKI TO ACQUIRE ALL THE SHARES IN MAS AND DISTRIBUTION
OF CIRCULAR |
|
LAUNCH OF A VOLUNTARY BID BY PKI TO ACQUIRE ALL THE SHARES IN MAS AND DISTRIBUTION
OF CIRCULAR
PK Investments Limited
(Incorporated in the Isle of Man)
(Registration number 014469V)
("PKI" or "the Offeror")
LAUNCH OF A VOLUNTARY BID BY PKI TO ACQUIRE ALL THE SHARES IN MAS AND DISTRIBUTION
OF CIRCULAR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
1. INTRODUCTION
1.1 Shareholders of MAS P.L.C ("MAS") are referred to the announcement released by MAS on the Stock
Exchange News Service of the JSE Limited ("SENS") on 16 May 2025 regarding the intention by PKI
to make a voluntary offer to acquire all the shares in MAS ("MAS Shares"), and the subsequent
announcement dated 28 May 2025 and 6 June 2025 regarding further adjustments to the voluntary
offer.
1.2 PKI hereby announces its intention to make an unconditional voluntary offer (subject to the Minimum
Cash Acceptance Condition, as defined below, which PKI may waive at its discretion), to all MAS
shareholders ("MAS Shareholders") to acquire all the MAS Shares not already held by it (the
"Voluntary Bid").
1.3 The Voluntary Bid is being made in terms of a circular detailing, inter alia, the terms and mechanics of
the Voluntary Bid ("Circular") which is being distributed to MAS Shareholders today, Monday, 4 August
2025.
1.4 Under the Voluntary Bid, PKI is providing MAS Shareholders with the option to dispose of all or a portion
of their MAS Shares in return for, at their election, a consideration consisting of: (i) a cash payment of
EUR1.40 per share ("Cash Consideration"); or (ii) preference shares, whether listed ("Consideration
Instruments (Listed)") or unlisted ("Consideration Instruments (Unlisted)" (collectively, the
"Consideration Instruments"), issued at a ratio of 100 preference shares for each MAS Share
tendered; or (iii) a combination of Cash Consideration and Consideration Instruments.
1.5 The Voluntary Bid detailed in the Circular is only being made to and is only addressed to persons to
whom it may lawfully be made.
1.6 All capitalised terms used but not defined in this announcement shall bear the meanings ascribed to
them in the Circular.
2. RATIONALE FOR THE VOLUNTARY BID
2.1 PKI maintains a long-term investment horizon that aligns with the remaining term of the DJV, and its
general objective in purchasing MAS Shares is to maximise returns to the DJV's shareholders. This
objective is undermined by the continued trading of MAS Shares at a significant discount to their intrinsic
value (i.e. net asset value per MAS Share), which exposes MAS to opportunistic and value-destructive
takeover proposals, such as the recent unsuccessful bid by Hyprop Investments Limited, which was
facilitated by the depressed share price.
2.2 The Voluntary Bid is intended to protect against such value-destructive proposals and to unlock value
for both PKI and other MAS Shareholders by offering the following flexible options:
2.2.1 MAS Shareholders can sell their MAS Shares, thereby becoming Bid Participants, for cash at
a 50.1% premium to the MAS Share price on 15 May 2025, being the day prior to the release
of the Bid Announcement; and/or
2.2.2 subscribe for Consideration Instruments offering both downside protection and upside
participation, and which PKI expects to fully redeem within 18 months from the Issue
Date; and/or
2.2.3 remain invested in MAS and, indirectly, the DJV over a longer term, with MAS' enhanced
return potential supported by:
2.2.3.1 the appointment of appropriate independent non-executives to the MAS Board;
2.2.3.2 the DJV making distributions of surplus capital and/or capital profits to its
shareholders in accordance with MAS' Interpretation of Distribution Waterfall; and
2.2.3.3 the DJV prioritising distributions of DJV Available Profits over new investments.
2.2.4 MAS Shareholders are referred to the announcements published by MAS on SENS on
19 June 2025 and 20 June 2025 regarding the Enhanced Value Unlock Strategy (as defined
in such announcements) proposed by the Offeror, DJV and Prime Kapital as an alternative to
the Voluntary Bid, and to the extraordinary general meeting of MAS Shareholders held on
11 July 2025 for the purpose of considering, and if deemed fit, approving, the Enhanced Value
Unlock Resolutions. As announced on SENS on 11 July 2025, the Enhanced Value Unlock
Resolutions were not passed by the requisite majority of MAS Shareholders.
2.2.5 PKI notes the outcome of the vote and confirms that it is not proceeding with the Voluntary
Bid for the purpose of implementing the value unlock strategy contemplated in the Enhanced
Value Unlock Resolutions. PKI is therefore supportive of MAS continuing as a going concern
focused on the Central and Eastern European market and has provided the undertakings in
the Circular to protect the interests of minority shareholders in MAS.
2.2.6 It is not the intention of PKI to delist MAS from the JSE following the implementation of the
Voluntary Bid.
2.2.7 PKI is offering an exit opportunity to MAS Shareholders who do not support MAS' long-term
strategy through a Voluntary Bid comprising:
2.2.7.1 Cash Consideration, subject to the maximum cash acceptances not exceeding the
Maximum Cash Amount; and/or
2.2.7.2 the Consideration Instruments, which PKI expects to voluntarily redeem within
18 months of the Issue Date. The Consideration Instruments provide MAS
Shareholders with an instrument which offers:
2.2.7.2.1 downside protection in the form of a floor price of €1.50 per MAS Share,
escalating at 7% per annum (compounded semi-annually) beginning one
year after the Issue Date; and
2.2.7.2.2 upside participation in the form of 90% of the of the underlying value of
their investment in MAS and the DJV through the Consideration
Instruments (refer to the Programme Memoranda which sets out the terms
of the Preferred Shares (Listed) and Preferred Shares (Unlisted)).
3. UNDERTAKINGS BY THE OFFEROR
3.1 As a term of the Voluntary Bid with effect from the first business day following the Closing Date, PKI
will, in the Circular, irrevocably offer to undertake to and in favour of MAS and MAS CEE, subject to the
fulfilment or waiver by PKI of the Minimum Cash Acceptance Condition , that:
3.1.1 if, pursuant to the Voluntary Bid, the PK Parties (including PKI) hold more than 50% of the
MAS Shares in issue, PKI will not acquire any further MAS Shares in the market, and will
procure that neither the DJV nor any of its subsidiaries acquire any further MAS Shares in the
market;
3.1.2 provided that, pursuant to Bid Participants electing to receive the Cash Consideration, PKI
acquired MAS Shares representing at least 10% of the total MAS Shares in issue ("Minimum
Cash Acceptance Condition"), it will take all such steps as are legally permissible:
3.1.2.1 to procure that the DJV:
3.1.2.1.1 makes distributions of surplus capital and/or capital profits to its
shareholders in accordance with MAS' Interpretation of Distribution
Waterfall; and
3.1.2.1.2 prioritises distributing DJV Available Profits over new investments;
3.1.2.2 to procure that the MAS Board gives written notice to commence winding down of
the DJV as provided for in terms of the DJVA, by not later than 23 March 2035.
3.2 For purposes of the undertakings referred to paragraph 3.1, it shall be legally permissible for PKI to
take any action or decision if the taking of such action or decision will not result in a breach or
contravention by PKI or MAS of the rules or any order or directive of the JSE or the CTSE (or any other
exchange on which the securities of PKI or MAS are listed), or any constitution, statute, by-law, code,
ordinances, decree, judicial arbitral, administrative, ministerial, departmental or regulatory judgment; or
common law in any jurisdiction, in each case which are applicable to PKI or MAS.
3.3 The offer of undertakings described in paragraph 3.1:
3.3.1 will constitute an offer in favour of MAS and MAS CEE capable of acceptance by MAS and
MAS CEE at any time by written notice to PKI;
3.3.2 shall upon acceptance by MAS and MAS CEE result in binding undertakings by PKI; and
3.3.3 shall be governed by the laws of Malta.
4. SALIENT TERMS OF THE VOLUNTARY BID
4.1 Voluntary Bid Consideration
4.1.1 The Voluntary Bid consideration comprises:
4.1.1.1 the Cash Consideration;
4.1.1.2 the Consideration Instruments; or
4.1.1.3 a combination of the Cash Consideration and the Consideration Instruments, subject
to the terms and conditions set out in the Circular.
4.1.2 The total amount payable by the Offeror under the Cash Consideration is limited to
EUR110,000,000 (the "Maximum Cash Amount"). This means that the total cash paid to all
MAS Shareholders who validly and lawfully accept the Voluntary Bid by no later than 12:00
on the Closing Date, and who choose the Cash Consideration cannot exceed this amount.
However, the Offeror may choose (in its discretion) to increase the Maximum Cash
Amount, by written notice to MAS (any number of times) at any time before the Cash
Settlement Date.
4.1.3 If total acceptances of the Cash Consideration exceed the Maximum Cash Amount, such
acceptances will be scaled back on an equitable basis and MAS Shareholders will be entitled
to elect to retain their MAS Shares, or to receive Consideration Instruments in respect of
any acceptances of Cash Consideration which have been scaled back by making the:
4.1.3.1 election to only receive Consideration Instruments in respect of all or some of their
Bid Shares in the event that the approval by SARB of the inward listing of the
Consideration Instruments (Listed) on the Cape Town Stock Exchange ("CTSE"),
("SARB Approval") is obtained by the Consideration Instrument Cut-Off Date and the
Consideration Instruments list on the CTSE (in which case such MAS Shareholders
will only receive Consideration Instruments in the event that SARB Approval is
obtained by the Consideration Instrument Cut-Off Date and the Consideration
Instruments list on the CTSE or;
4.1.3.2 election to receive Consideration Instruments in respect of all or some of their Bid
Shares regardless of whether SARB Approval is obtained and the Consideration
Instruments list on the CTSE (in which case they will receive Consideration
Instruments regardless of whether SARB Approval is obtained by the Consideration
Instrument Cut-Off Date and the Consideration Instruments list on the CTSE).
4.1.3.3 Accordingly, no MAS Shareholder is required to accept Consideration
Instruments as an alternative in the event of a scaling back of the Cash
Consideration.
4.2 Remaining MAS Shareholders
Those MAS Shareholders who do not sell all of their MAS Shares pursuant to the Voluntary Bid will
remain MAS Shareholders.
4.3 Conditions Precedent to the Voluntary Bid
4.3.1 The implementation of the Voluntary Bid is subject to Bid Participants electing the Cash
Consideration in respect of at least the Minimum Cash Acceptance Condition on or before 12:00
on the Closing Date (14 August 2025).
4.3.2 The Minimum Cash Acceptance Condition may be waived by PKI in its sole discretion.
4.3.3 If the Minimum Cash Acceptance Condition is not fulfilled or waived by PKI, the Voluntary Bid will
not be implemented, and the Voluntary Bid will lapse and be of no further force or effect.
4.3.4 The Voluntary Bid is not subject to the fulfilment or waiver of any other conditions precedent.
5. ILLUSTRATIVE EXAMPLE
Below is an illustrative example with regard to the elections provided under the Voluntary Bid.
Shareholder What You Receive Who It's For What if cash What if SARB When You
Election* acceptances approval is Receive It
exceed EUR not obtained?
110m?
1. Cash EUR 1.40 MAS Cash will be No impact 19 August
Consideration (c.R29.22) per MAS Shareholders allocated 2025
only* (no Share (up who want proportionatel
Consideration to maximum immediate cash y amongst
Instruments) acceptances of MAS
EUR110m (c.R2.3b Shareholders
n), subject to who elected
further increases cash, and the
at PKI's discretion) shortfall is
retained in
MAS Shares(
Note 1)
2. 100 Consideration MAS No impact on MAS 19 August
Consideration Instruments (Listed) Shareholders the number of Shareholders 2025 (or
Instruments issued by PKI per who want a MAS will not receive later if
(Listed) issued MAS Share. Face listed investment Shares tende any SARB
by PKI only Value** of with growing red for Consideration Approval
EUR1.50 (c.R31.31 value, Consideration Instruments is delayed
) – see note below downside protecti Instruments and retain their or not
on, seniority to (Listed) or MAS Shares obtained)
Redemption linked
common (Unlisted)
to higher of Face MAS
equity, and
Value or 90% of Shareholde
backed by a
Adjusted MAS rs have the
creditworthy
NAV(Note 2) option to
issuer with a
withdraw th
robust balance
eir election
sheet
if SARB
Term is 5 years, but Approval is
PKI aims to redeem not obtaine
by 18 months d by
Closing
Date
3. 100 Consideration Refer to option 2 No impact on If SARB Refer to
Consideration Instruments the number of Approval option 2
MAS
Instruments (Listed) or MAS obtained by
Shareholders
(Listed) or (Unlisted) issued by Shares tende Closing Date-
wanting flexibility
(Unlisted) PKI per MAS Share red for (Note1) - receive
or backup if
issued by PKI Consideration Consideration
(see option 2 for SARB Approval
only Instruments Instruments
terms) isn't granted
(Listed) or (Listed)
(accepting Con
(Unlisted)
sideration If SARB
Instruments wh Approval NOT
ether (Listed) obtained by
or (Unlisted) Consideration
Instruments
Cut-Off Date –
receive
Consideration
Instruments
(Unlisted)
4. Combo*** A mix of the Cash Refer to option 2 Same as If SARB Refer to
(Cash Consideration and option 1, Approval option 2
MAS
Consideration Consideration however obtained by
Shareholders
+ Instruments (ratio MAS Closing
wanting some
Consideration will depend on the Shareholders Date(Note1) -
liquidity now with
Instruments quantum of must choose receive
long-term
issued by PKI) cash elections) if shortfall Consideration
potential upside,
should be Instruments
and don't mind
filled with (Listed)
holding an
Consideration
unlisted If SARB
Instruments
investment Approval NOT
(Listed) or
obtained by
(Unlisted) or
Consideration
retain MAS
Instruments
Shares
Cut-Off Date –
No impact on receive
the number of Consideration
MAS Instruments
Shares tende (Unlisted)
red for
Consideration
Instruments
(Listed) or
(Unlisted)
5. Take no Retain position in MAS N/A N/A N/A
action MAS Shareholders
who wish to
retain
their position in
MAS, and not
receive the Cash
Consideration
or Consideration
Instruments
Important notes:
*Each MAS Shareholder elects specifically how many of its MAS Shares it wishes to tender for cash only,
Consideration Instruments (Listed) only, Consideration Instruments (Unlisted) only, or the combination of
the Cash Consideration and Consideration Instruments (Listed) or (Unlisted)
** Face Value means, €1.50 per 100 preferred shares, escalating at 7% p.a. (compounded semi-annually)
beginning one year after the Issue Date
*** Each MAS Shareholder choosing cash or a combination of the Cash Consideration and Consideration
Instruments (Listed) or (Unlisted), must elect what they would like to receive in the event of cash elections
exceeding the Maximum Cash Amount, being, to fill the shortfall with either retained MAS Shares,
Consideration Instruments (Listed) or (Unlisted)
Note:
(1) Or by Cut-off Date if extended by PKI
(2) Unless the MAS Shareholder specifically elects to receive Consideration Instruments for the shortfall
(3) Cumulative distributions per share paid by MAS since the Issue Date
6. DISTRIBUTION OF CIRCULAR
6.1 As indicated above, the Circular is being distributed to MAS Shareholders today. The Circular
incorporates the full details in respect of the Voluntary Bid and is accompanied by the following
documents (collectively, and including the Circular) "Transaction Documents"):
6.1.1 a Prospectus prepared in terms of the South African Companies Act, No. 71 of 2008, as
amended and the South African Companies Regulations, in respect of PKI and the
Consideration Instruments;
6.1.2 a Programme Memorandum (Listed) and the Applicable Pricing Supplement (Listed) prepared
in terms of the CTSE Debt Listing Requirements in respect of, inter alia, the Consideration
Instruments (Listed) to be issued by PKI in relation to the Voluntary Bid if SARB Approval is
obtained on or before the Consideration Instrument Cut-Off Date and the Consideration
Instruments list on the CTSE; and
6.1.3 a Programme Memorandum (Unlisted) and the Applicable Pricing Supplement (Unlisted)
which will govern the terms of, inter alia, the Consideration Instruments (Unlisted), in the event
that SARB Approval is not obtained on or before the Consideration Instrument Cut-Off Date
and the Consideration Instruments do not list on the CTSE.
6.2 The Transaction Documents are available in English only. Copies may be obtained during normal
business hours from the registered offices of PKI and PSG Capital, from Monday, 4 August 2025 until
Thursday, 14 August 2025 (both days inclusive).
6.3 A copy of the Transaction Documents and Frequently Asked Questions will also be available on PKI's
website at www.primekapital.com/pk-investments.
7. SALIENT DATES AND TIMES
2025
Record date for MAS Shareholders to be recorded in the Register in Friday, 25 July
order to be eligible to receive the Circular
Opening Date of the Voluntary Bid Monday, 4 August
Last Day to Trade in MAS Shares in order to participate in the Voluntary Monday, 11 August
Bid
MAS Shares trade "ex" the entitlement to participate in the Voluntary Bid Tuesday, 12 August
Last day and time for: (i) the Forms of Acceptance, Election and Transfer Thursday, 14 August
(blue) and relevant documents of title to be lodged with MAS' SA
Transfer Secretaries at 12:00; and (ii) the Tender Offer Form and
relevant documents of title to be lodged with MAS' European Transfer
Secretaries at 12:00 (11:00 UK time), on
Record Date of the Voluntary Bid Thursday, 14 August
Closing Date of the Voluntary Bid at 12:00 on Thursday, 14 August
Results of the Voluntary Bid to be announced on SENS Tuesday, 19 August
Settlement of the Cash Consideration
Assuming that the Minimum Cash Acceptance Condition has been fulfilled or waived by PKI on or
before 12:00 on the Closing Date, the following dates and times will apply in respect of the
settlement of the Cash Consideration.
Cash Settlement Date in respect of Dematerialised Bid Participants, on Tuesday, 19 August
which date the Cash Consideration due to such Dematerialised Bid
Participant will, subject to any scaling back of the Cash Consideration,
be credited to that Dematerialised Bid Participants' CSDP or Broker
accounts
Cash Settlement Date in respect of South African Certificated MAS Tuesday, 19 August
Shareholders who have lodged their Form of Acceptance, Election and
Transfer (blue) and documents of title with the MAS' SA Transfer
Secretaries prior to 12:00 on the Closing Date of the Voluntary Bid, on
which date the Cash Consideration due to such South African
Certificated MAS Shareholder will, subject to any scaling back of the
Cash Consideration, be paid by EFT
Cash Settlement Date in respect of European Certificated MAS Tuesday, 26 August
Shareholders who have lodged their Tender Offer Form and documents
of title with the MAS' European Transfer Secretaries prior to 12:00
(11:00 UK time) on the Closing Date of the Voluntary Bid, on which date
such European Certificated MAS Shareholders, subject to any scaling
back of the Cash Consideration, will have a cheque dispatched to the
address specified in that European Certificated MAS Shareholder's
Tender Offer Form
Settlement of the Consideration Instruments
Assuming that SARB Approval has been obtained by the Closing Date, the following dates and times
will apply in respect of the settlement of the Consideration Instruments. If SARB Approval is not
obtained by the Closing Date, the Consideration Instrument Cut-Off Date and updated estimated
dates and times for settlement of the Consideration Instruments will be published on SENS.
Consideration Instrument Settlement Date in respect of Dematerialised Tuesday, 19 August
Bid Participants who made the Listed Only Election or the Listed and
Unlisted Election, will have their CSDP or Broker accounts credited with
the Consideration Instruments (Listed)
Consideration Instruments Settlement Date in respect of South African Tuesday, 19 August
Certificated MAS Shareholders who have lodged their Form of
Acceptance, Election and Transfer (blue) and documents of title with the
MAS' SA Transfer Secretaries prior to 12:00 on the Closing Date of the
Voluntary Bid and who made the Listed Only Election or the Listed and
Unlisted Election, will have their CSDP or Broker account credited with
the Consideration Instruments (Listed)
Consideration Instruments Settlement Date in respect of European Tuesday, 26 August
Certificated Bid Participants who have lodged their Tender Offer Form
and documents of title with the MAS' European Transfer Secretaries
prior to 12:00 (11:00 UK time) on the Closing Date and who made the
Listed Only Election or the Listed and Unlisted Election, will their CSDP
or Broker account credited with the Consideration Instruments (Listed)
Notes
1. Any change to the above dates and times will be agreed upon by PKI and the CTSE (if required), and MAS Shareholders will be
advised by release on SENS.
2. No dematerialisation or rematerialisation of MAS Shares will take place between the trading ex-date, Tuesday, 12 August 2025, and
the Record Date of the Voluntary Bid, being Thursday, 14 August 2025, both days inclusive. The Registers of the Certificated MAS
Shareholders will be closed between the trading ex-date, Tuesday, 12 August 2025, and the Record Date of the Voluntary Bid, being
Thursday, 14 August 2025, both days inclusive.
4 August 2025
Transaction Sponsor to PKI in respect
South African Legal Advisor to of the Voluntary Bid and Transaction
PKI in respect of the Voluntary Advisor and Transaction Sponsor in
Bid respect of the listing of the
Consideration Instruments
South African Legal Advisor to PKI in
Malta Legal Advisor to PKI in
respect of the issue and listing of the
respect of the Voluntary Bid
Consideration Instruments
Isle of Man Legal Advisor to PKI
in respect of the Voluntary Bid
and the issue and listing of the
Consideration Instruments
Important notes:
This announcement is not an offer. This announcement does not constitute a prospectus as contemplated in
the South African Companies Act, 2008 or a prospectus-equivalent document. Any decision in relation to the
Voluntary Bid should be made only on the basis of the information in the Circular and the other Transaction
Documents.
The release, publication or distribution of the Transaction Documents in jurisdictions other than South Africa
may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than South
Africa into which the Transaction Documents are released, published or distributed should inform themselves
about and observe any such restrictions. No action has been taken or will be taken to permit the possession or
distribution of the Transaction Documents (or any other offering or publicity materials relating to the Voluntary
Bid) in any jurisdiction where action for that purpose may be required or doing so is restricted or prohibited by
law. Accordingly, neither the Transaction Documents, nor any advertisement, nor any other offering material,
may be distributed or published except under circumstances that will comply with any applicable laws and
regulations. Persons into whose possession the Transaction Documents come should inform themselves about
and observe any such restrictions (including, without limitation, those described in further detail in the
Transaction Documents in relation to persons situated in the United States, the European Economic Area, the
United Kingdom, Switzerland, Australia and Namibia). Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable
laws, PKI disclaims any responsibility or liability for the violation of such requirements by any person.
It is the responsibility of the person (including, without limitation, nominees, agents and trustees for such person)
wishing to receive the Transaction Documents and/or subscribe for Consideration Instruments or otherwise
participate in the Voluntary Bid to satisfy themselves as to the full observance of the applicable laws of any
relevant territory, including obtaining any requisite governmental or other consents, observing any other
requirements or formalities and paying any issue, transfer or other taxes due in such territories. Any MAS
Shareholder who is in doubt about their position, including and without limitation their tax status, should consult
an appropriate professional advisor in the relevant jurisdiction without delay.
The information contained in the Transaction Documents constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, No. 37 of 2002, as
amended, and should not be construed as an express or implied recommendation, guide or proposal that the
Voluntary Bid, or the present or future business or investments of MAS is appropriate to the particular investment
objectives, financial situations or needs of any MAS Shareholder or prospective investor, and nothing in the
Transaction Documents should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.
Forward-looking statements
The Transaction Documents contain statements about PKI or MAS that are, or may be, forward-looking
statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking
statements, including, without limitation, those concerning: strategy; the economic outlook for the industry;
production; cash costs and other operating results; growth prospects and outlook for operations, individually or
in the aggregate; liquidity and capital resources and expenditure and the outcome and consequences of any
pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather
reflect current expectations concerning future results and events and generally may be identified by the use of
forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast",
"likely", "should", "planned", "may", "estimated", "potential" or similar words and phrases.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those expressed or implied by forward-looking
statements as well as expectations based on existing disclosures regarding current or historical events and
conditions. In addition to the information regarding these risks, uncertainties, assumptions and other factors set
forth in the Transaction Documents, important risk factors that may cause such a difference, and which should
be considered in connection with a decision to participate in the Voluntary Bid. PKI cautions that forward-looking
statements are not guarantees of future performance.
Actual results, financial and operating conditions, liquidity and the developments within the industry in which
PKI operates may differ materially from those made in, or suggested by, the forward-looking statements
contained in the Transaction Documents. All these forward-looking statements about PKI are based on
estimates and assumptions regarding PKI, as made by PKI, and although PKI believes them to be reasonable,
are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may
cause the actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied in those statements or assumptions include other matters
not yet known to PKI or not currently considered material by PKI.
MAS Shareholders should keep in mind that any forward-looking statement made in the Transaction Documents
or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that
could cause the business of PKI not to develop as expected may emerge from time to time and it is not possible
to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results
to differ materially from those contained in any forward-looking statement are not known. PKI has no duty to,
and does not intend to, update or revise the forward-looking statements contained in the Transaction Documents
after the date of the Transaction Documents, except as may be required by law.
Any forward-looking statement has not been reviewed nor reported on by the external auditors.
Foreign MAS Shareholders
The Transaction Documents are governed by, and will be construed and implemented in accordance with, the
laws of South Africa and will be subject to the exclusive jurisdiction of the South African courts. These South
African laws may be different from the laws applicable in other jurisdictions. Certain MAS Shareholders who
have a registered address in and/or who are nationals, citizens or residents of any country other than in South
Africa ("Applicable Jurisdiction") may be prohibited from participating in the Voluntary Bid and/or acquiring
Consideration Instruments and should consult and obtain advice from a professional advisor in the relevant
Applicable Jurisdiction without delay.
No action has been taken by PKI or MAS to obtain any approval, authorisation or exemption to permit the issue
of Consideration Instruments, or the possession or distribution of the Transaction Documents (or any other
publicly available documents relating to the Voluntary Bid), in any jurisdiction other than South Africa.
Date: 04-08-2025 07:10:00
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