{"id":832239,"date":"2025-07-21T12:00:00","date_gmt":"2025-07-21T10:00:00","guid":{"rendered":"https:\/\/businesstech.co.za\/news\/?p=832239"},"modified":"2025-07-21T12:07:30","modified_gmt":"2025-07-21T10:07:30","slug":"canal-walk-and-rosebank-mall-owner-in-battle-for-major-shopping-centres","status":"publish","type":"post","link":"https:\/\/businesstech.co.za\/news\/property\/832239\/canal-walk-and-rosebank-mall-owner-in-battle-for-major-shopping-centres\/","title":{"rendered":"Canal Walk and Rosebank Mall owner in big battle for major shopping centres"},"content":{"rendered":"\n

Hyprop, the owner of Canal Walk, Rosebank Mall, Hyde Park Corner and many more, is in a takeover battle with PK Investments (PKI) for an international shopping mall portfolio owned by MAS.<\/p>\n\n\n\n

Hyprop is trying to acquire a controlling shareholding in MAS, which owns a portfolio of shopping malls in Bulgaria, Romania and Moldova.<\/p>\n\n\n\n

Hyprop has offered MAS shareholders the opportunity to sell their MAS shares in exchange for Hyprop shares and\/or for cash, subject to the fulfilment of certain conditions and limitations.<\/p>\n\n\n\n

It is offering shareholders the option to sell their MAS shares, wholly or partially, for cash of R24.00 per share and\/or Hyprop shares at a swap ratio of 0.42224 Hyprop shares for every MAS share held.<\/p>\n\n\n\n

Although the cash alternative is subject to a maximum of R800 million, Hyprop’s share alternative offer is unlimited, which it claims offers a highly liquid share that can be sold in the market for cash.<\/p>\n\n\n\n

MAS shareholders could also simply retain the Hyprop share and remain indirectly invested in MAS.<\/p>\n\n\n\n

Hyprop’s voluntary bid remains open for acceptance by MAS shareholders until 12h00 SA time on Friday, 25 July 2025. Hyprop said that this date may be amended.<\/p>\n\n\n\n

If the Hyprop Voluntary Bid becomes unconditional and is implemented, Hyprop will acquire registered and beneficial ownership of all the MAS shares.<\/p>\n\n\n\n

Hyprop’s Eastern European property portfolio already contains wholly-owned properties in Croatia, Bulgaria, and North Macedonia, so the acquisition aligns with its diversification strategy.\u00a0<\/p>\n\n\n\n

Largest shareholder fights back <\/strong><\/h2>\n\n\n
\n
\"\"<\/a>
Martin Slabbert, CEO of Prime Kapital and former CEO of MAS<\/figcaption><\/figure><\/div>\n\n\n

PKI has responded to the Hyprop offer, stating it is inconsistent with the JSE Listings Requirements governing corporate actions.<\/p>\n\n\n\n

This mainly relates to the requirement for an offer to remain open for twelve days after becoming unconditional.<\/p>\n\n\n\n

More importantly for PKI, the offer is not a bona fide attempt to acquire MAS shares, but rather a request for MAS shareholders to grant Hyprop free options to acquire their shares at a future date.<\/p>\n\n\n\n

It said that this price would be far below market value, intrinsic value and competing offers.<\/p>\n\n\n\n

The 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 25th July 2025.<\/p>\n\n\n\n

The option is “free” in that Hyprop is not required to pay anything upfront for the right to acquire MAS shares in the future.<\/p>\n\n\n\n

PKI said this gives Hyprop a major advantage, as it can choose to exercise the option if it only benefits them. It claims shareholders receive no compensation for granting this right.<\/p>\n\n\n\n

\u201cThe Hyprop proposal is engineered to prevent shareholders from considering alternative offers, locking them into an arrangement materially below current trading levels,” said Martin Slabbert, CEO of Prime Kapital.<\/p>\n\n\n\n

“This is essentially a free call option to Hyprop, with no fixed timeline for implementation.”<\/p>\n\n\n\n

“The inherent risk for shareholders is that they will be tied up without any time limitation or alternatives as Hyprop seeks to obtain regulatory, shareholder and other approvals.”<\/p>\n\n\n\n

Slabbert has deep ties to MAS, having served as its CEO until 2022. He said the move carries zero risk for Hyprop, with shareholders exposed to significant transaction risk.<\/p>\n\n\n\n

PKI further claimed that the cash portion is a \u201csmoke and mirrors\u201d exercise designed to distract from the equity swap’s unattractive pricing.<\/p>\n\n\n\n

It further said that the cash portion only covers a fraction of the free options Hyprop is seeking, with the equity swap valuing MAS at just R18.03, a 48% discount on MAS’s net asset value (NAV). <\/p>\n\n\n\n

However, it is crucial to note that PKI are also attempting to acquire MAS, and has tabled a voluntary offer of R28.80 per share, compared to Hyprop\u2019s R24.00 per share.<\/p>\n\n\n\n

It added that it has an over R2.2 billion cash cap, far higher than Hyprop’s R800 million, with the current MAS Holdings of PKI and its shareholders.<\/p>\n\n\n\n

This offers a roughly 17% cash cover for the remaining MAS shares, compared to Hyprop’s 5%.<\/p>\n\n\n\n

It noted that the listed cash alternative has direct access to MAS’s assets, unlike Hyprop’s South African-focused portfolio.<\/p>\n\n\n\n

“The listed cash alternative has guaranteed minimum returns, upside linked to MAS NAV and a guaranteed exit,” said PKI.<\/p>\n","protected":false},"excerpt":{"rendered":"

Hyprop is competing with PK Investments to acquire control of MAS, which has a portfolio of shopping malls in central and eastern Europe. <\/p>\n","protected":false},"author":95,"featured_media":832261,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[12755],"tags":[15005,23177,23179,23178],"class_list":["post-832239","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-property","tag-hyprop","tag-mas","tag-pk-investments","tag-prime-kapital"],"_links":{"self":[{"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/posts\/832239","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/users\/95"}],"replies":[{"embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/comments?post=832239"}],"version-history":[{"count":13,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/posts\/832239\/revisions"}],"predecessor-version":[{"id":832301,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/posts\/832239\/revisions\/832301"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/media\/832261"}],"wp:attachment":[{"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/media?parent=832239"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/categories?post=832239"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/tags?post=832239"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}