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South Africa: MAS shareholders urged to reject Hyprop's value-destructive offer
South Africa: MAS shareholders urged to reject Hyprop's value-destructive offer

Zawya

time23-07-2025

  • Business
  • Zawya

South Africa: MAS shareholders urged to reject Hyprop's value-destructive offer

MAS shareholders are strongly urged to exercise caution and reject the recent unsolicited offer made by Hyprop Investments Limited ('Hyprop'). The purported offer is not only economically unattractive but also raises significant governance and regulatory red flags. Hyprop's offer fails JSE standards and is a disguised free option request PK Investments Limited ('PKI'), the largest shareholder in MAS, has highlighted that the Hyprop offer is inconsistent with the JSE Listings Requirements governing corporate actions, specifically the requirement for an offer to remain open for 12 days after becoming unconditional. More importantly, the offer is not a bona fide attempt to acquire MAS shares, but rather a cleverly disguised request for MAS shareholders to grant Hyprop free options to acquire their shares at a future date - and at a price far below market value, intrinsic value, and competing offers. In essence, this proposal gives Hyprop the right - but not the obligation - to acquire MAS shares from independent shareholders at a future date, under terms determined by Hyprop, but which offer must be accepted by 25 July 2025. The option is "free" in as Hyprop is not required to pay anything upfront for the right to acquire MAS shares in the future. This gives Hyprop a significant advantage, as it can choose to exercise the option only if it is beneficial to them, while shareholders receive no compensation for granting this right, and are prevented from considering alternatives. 'The Hyprop proposal is engineered to prevent shareholders from considering alternative offers, locking them into an arrangement that is materially below current trading levels, MAS's NAV, and PKI's own offer. This is essentially a free call option to Hyprop, with no fixed timeline for implementation. The inherent risk for shareholders if they accept the Hyprop free option is that they will be tied up without any time limitation or alternatives as Hyprop seeks to obtain regulatory, shareholder and other approvals. This carries zero risk for Hyprop with shareholders exposed to significant transaction risk,' said Martin Slabbert, CEO of Prime Kapital. Moldova Mall Cash portion is a 'smoke and mirrors' exercise The so-called cash component in Hyprop's proposal is a 'smoke and mirrors' exercise, designed to distract from the deeply unattractive pricing of the equity swap. The cash portion covers only a fraction of the free options Hyprop is seeking, with the equity swap component valuing MAS at just R18.03, or €0.88 per share — far below Friday's market close (22% discount), MAS's IFRS NAV (48% discount), PKI's cash offer of €1.40 per share (37% discount), and PKI's equity offer currently valued at €1.50 per share (42% discount), which also provides a guaranteed cash exit at 90% of MAS's adjusted NAV per share. Key shortcomings of the Hyprop offer: - The offer is essentially a share swap proposal at a ratio very unfavourable to MAS shareholders. - The cash offer covers just 5% of MAS's market capitalisation, represents only a 4% premium to the current share price for control of the business, and is a 31% discount to IFRS NAV, 17% discount to PKI's cash offer and 22% discount to PKI's equity floor level. - The offer forces MAS shareholders to dilute their high-quality CEE real estate exposure in favour of a riskier South African real estate profile, with limited rand hedge, convoluted corporate structure and a management team with substantially less experience and focus on CEE assets. - The offer's conditions give Hyprop a free option to acquire control, stripping shareholders of their rights to consider alternatives. - Shareholders who accept the Hyprop offer before it becomes unconditional will be severely prejudiced, losing their ability to consider superior alternatives and will be further exposed to the risk of extended and substantial price overhang due to the insignificant cash component. Moldova Mall Superior offer from PK Investments Limited PKI has tabled a voluntary offer that is significantly more attractive for MAS shareholders: - c. R28.80 per share, compared to Hyprop's R24.00 per share. - Over R2.2bn cash cap, versus just R800m from Hyprop; with the current MAS holdings of PKI and its shareholders, this offers a c.17% cash cover for the remaining MAS shares (versus Hyprop cash cover of a meagre c.5%). - The listed cash alternative has direct exposure to MAS's CEE assets, as opposed to Hyprop's South African-focused portfolio - The listed cash alternative has guaranteed minimum returns, upside linked to MAS NAV and a guaranteed exit. - Experienced and proven management team dedicated to CEE real estate, not a diversified South African/European portfolio. A defining moment for governance and shareholder value 'The manner in which the Hyprop offer has been conducted raises profound governance and regulatory concerns,' added Slabbert. 'The offer is not a genuine acquisition, but an attempt to secure control without paying for it - at a price that deeply undervalues MAS in an attempt to hoodwink minority and vulnerable shareholders. This is not just a corporate power grab. It is a fundamental test of governance, fairness, and transparency in South Africa's capital markets. Independent MAS shareholders - and the JSE itself - are at risk of becoming collateral damage in a scheme engineered by a small group of self-interested actors.' A call for unity among MAS shareholders This is a crucial time for MAS. Unity among independent shareholders is essential to protect value, fairness, and high governance standards. PKI remains fully committed to safeguarding shareholder interests and achieving the best possible outcome for all.

Inter Milan Give Atalanta €40M Take-It-Or-Leave-It Offer For Nigeria Star
Inter Milan Give Atalanta €40M Take-It-Or-Leave-It Offer For Nigeria Star

Yahoo

time17-07-2025

  • Sport
  • Yahoo

Inter Milan Give Atalanta €40M Take-It-Or-Leave-It Offer For Nigeria Star

Inter Milan have given Atalanta a take-it-or-leave-it offer of €40 million for forward Ademola Lookman. This according to Italian broadcaster SportMediaset, via FCInterNews. They report that the Nerazzurri have no intention of raising their bid for the Nigerian international. In the last couple days, a bombshell has emerged regarding Inter's summer transfer plans. Reportedly, the Nerazzurri have been in talks to sign Atalanta forward Ademola Lookman. Inter's interest in the 27-year-old is more than just a passing interest. They have already approached the player, who is keen to make the move. Meanwhile, Inter have already signalled their interest to Atalanta. They are ready to move fast and make an offer to get talks started. Inter Give Atalanta €40M Take-It-Or-Leave-It Offer For Ademola Lookman According to SportMediaset, Inter Milan have already given Atalanta their offer for Lookman. As has been widely reported, the Nerazzurri have put a bid of around €40 million on the table. Furthermore, reports Mediaset, Inter are not planning to raise their bid. They believe that Atalanta will accept the offer without attempting to negotiate them any higher. This is because of the fact that Lookman has an informal promise from Atalanta that they would facilitate a transfer away this summer after they refused to sell him twelve months ago. And this summer represents just such an opportunity for the 27-year-old. According to Mediaset, Atletico Madrid are also interested in signing Lookman. However, the player himself prefers a move to Inter.

Roma submit new offer for Rios, distance with Palmeiras narrowed
Roma submit new offer for Rios, distance with Palmeiras narrowed

Yahoo

time12-07-2025

  • Sport
  • Yahoo

Roma submit new offer for Rios, distance with Palmeiras narrowed

Roma submit new offer for Rios, distance with Palmeiras narrowed Roma are reportedly serious in their pursuit of Richard Rios. The Colombian midfielder remains Roma's top name to strengthen the midfield ahead of next season. According to Gianluca Di Marzio of Sky Sport, Palmeiras' initial demands for Rios haven't dissuaded the Giallorossi. In the last hours, Roma have submitted a new bid for Rios, narrowing the gap between Palmeiras' request. The distance has now been reduced to 5 million euros.

PSC Corp's Sam Goi makes mandatory conditional cash offer of 40 cents for shares in the company
PSC Corp's Sam Goi makes mandatory conditional cash offer of 40 cents for shares in the company

Yahoo

time12-07-2025

  • Business
  • Yahoo

PSC Corp's Sam Goi makes mandatory conditional cash offer of 40 cents for shares in the company

The offer comes after Goi purchased 63 million shares from Sin Huat Company on July 10 also at 40 cents apiece. PSC Corporation's executive chairman Goi Seng Hui, also known as Sam Goi, has made a mandatory conditional cash offer of 40 cents for the shares he does not own in the Mainboard-listed consumer essentials company. The offer comes after Goi purchased 63 million shares from Sin Huat Company on July 10 also at 40 cents apiece. Sin Huat's shares, which represent a 11.55% stake in PSC Corporation, brings Goi's total stake to 43.38%. According to PSC Corp's annual report for the FY2024 ended Dec 31, 2024, Sin Huat Company is deemed as a substantial shareholder behind Goi's 31.82% stake and Violet Profit Holdings Limited, which holds 24.59% of PSC's shares. A certain Ku Yun-Sen is deemed to be interested in Violet Profit's stake while Bernard Cheng Koh Chuen and Cheng Chih Kwong @ Thie Tji Koang are deemed to be interested in Sin Huat's stake. Goi's offer was made after the purchase to comply with the Singapore Code on Take-overs and Mergers. To comply with Rule 14.3 of the Code, the offer price is not lower than the price Goi had acquired the shares at in the six months immediately preceding or on July 10. This includes the price Goi paid for Sin Huat's stake. The offer price will also not be reduced or adjusted for PSC Corp's final dividend of 1.3 cents per share for the FY2024. Shareholders will still be entitled to retain its final dividend paid out for the year. The offer will turn unconditional once Goi and his concert parties hold over 50% of the shares in PSC Corp. According to the statement, Goi does not intend to 'actively pursue' the delisting of PSC from the Mainboard, although he intends to exercise his right to compulsorily acquire all the offer shares not acquired once he hits the 90% threshold. At that point, Goi will proceed to delist PSC from the bourse. The offer also extends to shareholders who have held shares in the company between December 2023 and November 2024. This was when Goi acquired additional shares in the company after his stake was increased to 30.22% from 29.97% after a series of share buy-backs conducted by the company between May 2, 2023, and Oct 16, 2023. The buybacks were conducted under a mandate approved by shareholders at PSC's extraordinary general meeting (EGM) held on April 28, 2023. Under Rule 14 of the Code, any person holding 30% or more of the voting rights of the company, will have to extend an offer immediately. On Dec 4, 2023, Goi acquired additional shares in the company when the mandate had not expired. The company also didn't announce that it bought back those shares under the mandate or that it decided to cease buying back its shares. From Dec 5, 2023, to Nov 14, 2024, Goi also bought more shares in PSC with the highest purchase price being 36 cents per share. As a result of the post share buy-back purchases, Goi's stake increased to 31.82% from 30.22%. As Goi didn't make an offer when he made the purchases between December 2023 and November 2024, people who held shares in PSC at the close of trading on the initial purchase date, Dec 4, 2023, were not given the opportunity to sell their shares. As such, the current offer is now being extended to those shareholders. Goi has also agreed to take remedial actions to put these shareholders in the same position as if the offer had been made to them. Given that the bid obligation was made at the highest purchase price of 36 cents, these shareholders will also be entitled to the offer price of 40 cents. Shareholders who have sold their shares in PSC after Dec 4, 2023, will be paid the differential amount for shares sold at less than the offer price of 40 cents from Dec 5, 2023, to July 10. The current offer price represents a premium of 11.1% of the highest purchase price of 36 cents, although it is flat compared to PSC's last-traded share price of 40 cents as at July 10. The offer price also represents a premium of 7.8%, 10.8%, 13.3% and 14.9% of the volume weighted average prices (VWAP) for the one-, three-, six- and 12-month period up to and including shares traded on July 10. The VWAP prices are 37.1 cents, 36.1 cents, 35.3 cents and 34.8 cents respectively. Shares in PSC closed 1 cent lower or 2.44% down at 40 cents on July 10. 6 bil Econ Healthcare receives privatisation offer of 33 cents per share Read more stories about where the money flows, and analysis of the biggest market stories from Singapore and around the World Get in-depth insights from our expert contributors, and dive into financial and economic trends Follow the market issue situation with our daily updates Or want more Lifestyle and Passion stories? Click hereError in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

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