MAS (MSP) M&A Announcement summary

Deal rationale and strategic fit

• Aims to achieve geographic diversification and strengthen retail specialization by acquiring a significant European portfolio, complementing existing assets and strategy.

• Bid seeks to acquire a controlling interest, offering shareholders a choice between cash and shares, with potential for a minority stake if the 50% acceptance condition is waived.

• Sees opportunity to resolve longstanding issues at MAS and unlock value for shareholders, leveraging a proven track record in complex transactions.

• MAS shareholders have shown frustration with current management and JV structure, creating an opening for new leadership.

Financial terms and conditions

• Offer includes a share swap based on trading prices as of 23 May 2025, with 0.42224 Hyprop shares per MAS share or R24.00 cash per MAS share, subject to Hyprop's discretion to change terms before closing.

• Cash alternative capped at R800 million, with scale-back if oversubscribed; remaining consideration settled in Hyprop shares unless shareholders opt to retain MAS shares.

• Blended consideration implies a 48% discount to MAS's last reported TNAV and a 16.6% discount to the closing share price on 17 July 2025.

• Total implied consideration is R12.25bn (share) and R13.05bn (cash), with new Hyprop shares issued to settle the share component.

• All shareholders are offered the same terms; no preferential treatment.

Synergies and expected cost savings

• Post-transaction, euro-based earnings expected to reach 60% of group earnings, and 40% of net assets will be euro-denominated.

• Anticipates improved payout ratios and dividend resumption once liquidity and DJV issues are resolved.