PRESS OFFICE

Hyprop MAS Voluntary Bid

Refusal to Provide DJV Agreements Leads to Hyprop Terminating its Voluntary Bid to Acquire a Controlling Interest in MAS P.L.C.

Hyprop Investments, a specialist property retail fund listed on the JSE and A2X, announced it has formally terminated its voluntary bid to acquire a controlling stake in MAS P.L.C. (MAS).

The decision follows the MAS board's refusal to provide access to the Development Joint Venture ("DJV") agreements, citing confidentiality. MAS claims to have published a full summary of the DJV agreements, which may indicate that the agreements can no longer be considered confidential. The DJV accounts for almost 50% of MAS' net assets; therefore, Hyprop cannot rely on a summary without verifying the actual source agreements to ensure the accuracy and completeness of the summary.

Hyprop gave its shareholders the undertaking that it will not "run blind into a burning house" and access to the agreements is critical in determining the risks related to the DJV. The MAS board's refusal to provide Hyprop with access to the agreements, after disclosing their contents in a summarised form, is concerning.

Hyprop has also requested the JSE to help obtain the necessary information so that Hyprop, Prime Kapital, and all stakeholders have equal access to these material contracts and are treated fairly. To date, the JSE has not clarified whether it will intervene.

"We believe the offer aligns with our diversification strategy, and based on publicly available information, we presented our best proposal. However, without access to the DJV agreements, we cannot proceed. This lack of transparency is the sole reason for our decision to terminate the bid. While we saw the potential for this opportunity to be a game-changer and provide a viable alternative for MAS shareholders, we cannot advance without it."

Given that the DJV agreements will not be disclosed, extending the closing date is not practical; therefore, Hyprop has terminated its voluntary bid, despite having received support from MAS shareholders.

"Proceeding with the offer without reviewing MAS' most material agreement could be irresponsible and may negatively impact the business and our shareholders. It would go against our commitment to good corporate governance," said Morne Wilken, CEO of Hyprop.

Regarding Prime Kapital's recent statement of intent to increase the cash component of PKI's voluntary bid, Wilken said: "PKI has not made an official offer. If I were a MAS shareholder, I would ask the following questions before making any decisions:

• Who was responsible for the challenges at MAS, including the liquidity constraints, the unregulated environment due to the Malta structure, and the financial assistance given to the DJV to acquire MAS shares?
• Why is the EGM requested by MAS' institutional shareholders for board changes scheduled for 27 August 2025, 51 days after the initial request? The EGM requested by Prime Kapital was held 24 days after the request was made.
• Why are the DJV agreements not disclosed to shareholders and Hyprop to ensure transparency and an even playing field?
• When will PKI officially make an offer?
• How can an associate of MAS (PKI) make a voluntary offer? Is this being done with consent from MAS?
• How can the DJV, which is not paying coupons (interest) on the preference shares owed to MAS, raise EUR 220 million via its subsidiary?
• What would be the impact of the new debt of EUR 220 million on the DJV and its ability to service coupons on the preference shares in the future?"