Exhibit 99.2

This Prospectus is a copy of a registered prospectus which, accompanied by the documents referred to under the paragraph titled “Documents available for inspection” as set out in section 4, paragraph 10 on page 26 of this Prospectus, was filed with the CIPC for registration on or about Wednesday, 30 July 2025 and registered on Friday, 1 August 2025. This Prospectus is issued in terms of the South African Companies Act and the South African Companies Regulations. This Prospectus must be read together with the Circular and the Programme Memoranda, which accompany this Prospectus. [reg 51(4)(a)]

This Prospectus is also issued in terms of section 45 of the IoM Companies Act. This Prospectus has not been approved by or filed with any regulatory authority in the Isle of Man. It is not required for this Prospectus or the Circular or the Programme Memoranda which accompany this Prospectus to be approved by, filed or registered with any governmental or public body, authority or agency in the Isle of Man either on, before or after the date of publication of each such document.

The definitions and interpretations commencing on page 10 of this Prospectus apply mutatis mutandis throughout this Prospectus, including this cover page unless specifically defined otherwise, or the context indicates a contrary intention.

PK Investments Limited

(Incorporated in the Isle of Man)

(Registration number 014469V)

(“PKI”)

PROSPECTUS

This Prospectus is issued for the purpose of providing statutorily required information to MAS Shareholders in relation to PKI and the Consideration Instruments. This Prospectus is issued in connection with PKI’s Voluntary Bid to MAS Shareholders (being PKI’s voluntary offer to MAS Shareholders to acquire all the MAS Shares not already held by it) as set out in detail in the Circular, which is accompanied by this Prospectus and the Programme Memoranda. The consideration for the Voluntary Bid will be settled (subject to the Minimum Cash Acceptance Condition being fulfilled or waived by PKI), at the election of each MAS Shareholder through: (i) the issue of Consideration Instruments (being certain preferred shares to be issued by PKI); (ii) the payment of Cash Consideration; or (iii) a combination of Consideration Instruments and Cash Consideration.

The Voluntary Bid is subject to the terms set out in the Circular, and to understand the terms and conditions of the Voluntary Bid and the Consideration Instruments to be issued thereunder, the Circular should be read in its entirety, together with the Programme Memoranda and this Prospectus which accompanies it.

The offer to MAS Shareholders to subscribe for Consideration Instruments pursuant to the Voluntary Bid constitutes an offer to the public in terms of section 95(1)(h) of the South African Companies Act. This Prospectus is therefore issued in terms of the South African Companies Act and Part C of Chapter 4 of the South African Companies Regulations.

MAS Shareholders are referred to the detail contained in the section headed “Important dates and times” on page 9 of this Prospectus, for important dates and times applicable to the Voluntary Bid.

South African Legal Advisor to PKI in respect of the issue and listing of the Consideration Instruments		South African Legal Advisor to PKI in respect of the Voluntary Bid
Transaction Sponsor to PKI in respect of the Voluntary Bid and Transaction Advisor and Transaction Sponsor in respect of the issue and listing of the Consideration Instruments		Malta Legal Advisor to PKI in respect of the Voluntary Bid
Isle of Man Legal Advisor to PKI in respect of the Voluntary Bid and the issue and listing of the Consideration Instruments		PKI’s Auditors

PKI’s Transfer Secretaries in respect of the

Preferred Shares

Date of issue: Monday, 4 August 2025

This Prospectus (which accompanies the Circular and the Programme Memoranda) is available in English only. Copies of this Prospectus (and the Circular and Programme Memoranda) may be obtained from the registered o ces of PKI and at the address of the Transaction Sponsor set out in the “Corporate information and advisors” section on page I of this Prospectus, during normal business hours from the date of issue of this Prospectus until the Closing Date of the Voluntary Bid, expected to be on Thursday, 14 August 2025 (both days inclusive). An electronic copy of this Prospectus (and the Circular and the Programme Memoranda) will be available on PKI’s website www.primekapital.com/pk-investments during the same period.

The contents of the Circular and the Programme Memoranda do not form part of, but accompany and should be read together with, this Prospectus.

CORPORATE INFORMATION AND ADVISORS

IMPORTANT INFORMATION

The definitions and interpretations commencing on page 10 of this Prospectus apply mutatis mutandis to this section headed “Important information”.

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.

The Voluntary Bid detailed in the Circular which accompanies this Prospectus is only being made to and is only addressed to persons to whom it may lawfully be made.

This Prospectus may not be distributed or published in any jurisdiction except under circumstances that will be in compliance with applicable laws and regulations.

DISCLAIMER

Notwithstanding that this document constitutes a prospectus for purposes of the South African Companies Act, it is not an offer to the general public to subscribe for the Consideration Instruments or other securities in PKI and only constitutes an offer to the MAS Shareholders to participate in the Voluntary Bid, and does not constitute an offer or invitation or solicitation of an offer to subscribe for securities of PKI in any jurisdiction in which such an offer or invitation would be unlawful, or which would otherwise require PKI to change the material terms or conditions of the Voluntary Bid in any way, to submit to any additional filing to, or to perform any additional action in relation to, any governmental, regulatory or legal authority, and is only addressed to persons to whom it may lawfully be made, and should not be relied on by any other persons in any form whatsoever.

The release, publication or distribution of this Prospectus 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 this Prospectus is 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 this Prospectus (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 this Prospectus, 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 this Prospectus comes should inform themselves about and observe any such restrictions. 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 this Prospectus 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 this Prospectus 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 PKI and/or MAS is appropriate to the particular investment objectives, financial situations or needs of any MAS Shareholder or prospective investor, and nothing in this Prospectus should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

MAS Shareholders who wish to subscribe for Consideration Instruments are advised to read this Prospectus, as well as the Programme Memoranda and the Circular, with care and in full. Any decision to participate in the Voluntary Bid, to subscribe for Consideration Instruments or analysis of and/or election in respect of the Voluntary Bid and/or other matters dealt with in this Prospectus, the Programme Memoranda and the Circular, should be made only on the basis of the information contained in such documents.

SPECIAL NOTE REGARDING THIS PROSPECTUS

This Prospectus has been prepared on the assumption that the Voluntary Bid, will be proceeded with and implemented in accordance with the terms and conditions set out in the Circular, the Programme Memoranda and this Prospectus.

FORWARD-LOOKING STATEMENTS AND RISKS

This Prospectus contains 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.

Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditures, acquisition strategy, expansion prospects or future capital expenditure levels and other economic factors, such as, inter alia, interest rates.

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 Circular, this Prospectus and the Programme Memoranda, 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 this Prospectus.

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 this Prospectus 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 this Prospectus after the date of this Prospectus, except as may be required by law.

Any forward-looking statement has not been reviewed nor reported on by the external auditors.

FOREIGN SHAREHOLDERS

General

This Prospectus is 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 to obtain any approval, authorisation or exemption to permit the issue of Consideration Instruments, or the possession or distribution of this Prospectus (or any other publicly available documents relating to the Voluntary Bid), in any jurisdiction other than South Africa.

If a MAS Shareholder elects to receive Consideration Instruments or a combination of Cash Consideration and Consideration Instruments in respect of all or a portion of the Bid Consideration, such MAS Shareholder thereby irrevocably and unconditionally warrants to and in favour of PKI that the laws applicable in the Applicable Jurisdiction permit such MAS Shareholder to elect, accept and receive Consideration Instruments in respect of all or a portion of the Bid Consideration. PKI may in its sole discretion make the issue of any Consideration Instruments to a MAS Shareholder in any Applicable Jurisdiction subject to such MAS Shareholder proving to PKI’s satisfaction that the issue of such Consideration Instruments to such MAS Shareholder in its Applicable Jurisdiction will be legal and not impose any additional legal or regulatory obligations on PKI in such Applicable Jurisdiction.

PKI reserves the right, but shall not be obliged, to treat as invalid any person’s election or application to participate in the Voluntary Bid and/or subscribe for Consideration Instruments which appears to PKI or its agents that, if it is effected, it will involve a breach of the securities laws or regulations of any jurisdiction, or if PKI believes (in its discretion) or its agents believe that the same may violate applicable legal or regulatory requirements, or if PKI believes (in its discretion) that it is prohibited or unduly onerous or impractical to issue, distribute or transfer the Consideration Instruments to, or for the benefit of, any person in terms of the Voluntary Bid.

MAS Shareholders in the Isle of Man

Any offer such as the Voluntary Bid that is the subject of this Prospectus made within the Isle of Man can only be made: (i) by an Isle of Man financial services licence holder licensed under section 7 of the IoM Financial Services Act; or (ii) in accordance with any relevant exclusion contained in the Isle of Man Regulated Activities Order 2011, as amended or in terms of an exemption contained in the Isle of Man Financial Services (Exemptions) Regulations 2011, as amended.

This Prospectus (and the accompanying Circular and the Programme Memoranda) and the transactions contemplated by this Prospectus (and the accompanying Circular and the Programme Memoranda) have not been approved by or filed with any regulatory authority in the Isle of Man, including the Isle of Man Financial Services Authority. It is not required for this Prospectus (and the accompanying Circular and the Programme Memoranda) to be approved by, filed or registered with any governmental or public body, authority or agency in the Isle of Man either on, before or after the date of its publication. As a matter of law in the Isle of Man, MAS Shareholders in the Isle of Man are entitled to accept the Voluntary Bid and/or Consideration Instruments without restriction.

MAS Shareholders in the United States

MAS Shareholders in the United States of America (“United States” or “US”) should note that the Consideration Instruments are securities issued by a company registered in the Isle of Man, and the Voluntary Bid is subject to procedural and disclosure requirements which are different from those of the United States. The financial information with respect to PKI referred to in this Prospectus that accompanies the Circular has been prepared in accordance with International Financial Reporting Standards (“IFRS”) and thus may not be comparable to financial information of companies in the United States or companies whose financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States.

MAS Shareholders should note that it may be difficult for US holders of Consideration Instruments to enforce their rights and any claim they may have arising under the federal securities laws, since PKI is located in a foreign country, and some or all of its officers and the PKI Directors may be residents of a foreign country. US holders of Consideration Instruments may not be able to sue PKI or its officers or the PKI Directors in a foreign court for violations of the US securities laws. It may be difficult for US holders of Consideration Instruments to compel a foreign company (being PKI) and its affiliates to subject themselves to a US court’s judgment.

Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States or other jurisdiction, and, subject to certain limited exceptions, may not be offered or sold within the United States absent registration under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Consideration Instruments to be issued pursuant to the Voluntary Bid are not, and will not be, registered under the U.S. Securities Act and will be issued in reliance on the exemption from registration provided by Rule 802 under the U.S. Securities Act.

Neither the Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Voluntary Bid, passed upon the fairness of the Voluntary Bid or passed upon the adequacy or accuracy of this Prospectus, the Circular and the Programme Memoranda. Any representation to the contrary is a criminal offence in the United States. In accordance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 802 thereunder with respect to the Consideration Instruments to be issued in connection with the Voluntary Bid, PKI will submit to the U.S. Securities and Exchange Commission any informational document it publishes or otherwise disseminates to holders of MAS Shares related to the Voluntary Bid.

Any decision to accept the Voluntary Bid should be made on the basis of the information in the Circular, the Programme Memoranda and this Prospectus (and the publicly available information referred to therein and herein).

MAS Shareholders in the European Economic Area

The Consideration Instruments are not being and will not be offered to the public in any Member State of the European Economic Area, except in such cases where the offer falls within any of the circumstances (and the resulting exemption from the obligation to publish a prospectus) set out in Article 1(4) of Prospectus Regulation (EU) 2017/1129.

MAS Shareholders in the United Kingdom

In relation to the United Kingdom, the Circular, the Programme Memoranda and this Prospectus and any other material in relation to the Consideration Instruments is only directed at, and any investment or investment activity to which the Circular, the Programme Memoranda and this Prospectus and any other material in relation to the Consideration Instruments relate, is available only as follows: (i) to any legal entity which is a qualified investor as defined under Article 2 of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (a “UK Qualified Investor”); (ii) to fewer than 150 natural or legal persons (other than UK Qualified Investors); or (iii) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000.

Any MAS Shareholder which is resident in the United Kingdom and not a UK Qualified Investor is not eligible to receive Consideration Instruments and will, if eligible to participate in the Voluntary Bid, be entitled only to the Cash Consideration.

MAS Shareholders in Australia

PKI is not registered as a foreign company in Australia.

The provision of the Circular, the Programme Memoranda and this Prospectus to any person does not constitute an offer of Consideration Instruments to that person or an invitation to that person to apply for Consideration Instruments. It is only available to persons who are residents in Australia where they are receiving the offer to acquire Consideration Instruments under the Voluntary Bid. The Circular, the Programme Memoranda and this Prospectus is not intended to be distributed or passed on, directly or indirectly, to any other class of persons in Australia.

The Circular, the Programme Memoranda and this Prospectus is not a disclosure document under Chapter 6D of the Corporations Act 2001 (“Australian Corporations Act”) or a product disclosure statement under Part 7.9 of the Australian Corporations Act. It is not required to, and does not, contain all the information which would be required in a disclosure document or a product disclosure document. It has not been lodged with the Australian Securities and Investments Commission.

No person referred to in the Circular, the Programme Memoranda and this Prospectus holds an Australian financial services licence. The information in the Circular, the Programme Memoranda and this Prospectus has been prepared without taking into account any investor’s investment objectives, financial situation or particular needs. Before acting on the information the investor should consider its appropriateness having regard to their investment objectives, financial situation and needs.

The Circular, the Programme Memoranda and this Prospectus has not been prepared specifically for Australian investors. It: (i) may contain references to dollar amounts which are not Australian dollars; (ii) may contain financial information which is not prepared in accordance with Australian law or practices; (iii) may not address risks associated with investment in foreign currency denominated investments; and (iv) does not address Australian tax issues.

The Circular, the Programme Memoranda and this Prospectus is issued by PKI. PKI is not licensed in Australia to provide financial product advice in relation to the Consideration Instruments. An investor in the Consideration Instruments will not have cooling off rights.

MAS Shareholders in Switzerland

The Circular, the Programme Memoranda and this Prospectus is not intended to constitute an offer or solicitation to purchase or invest in the Consideration Instruments. The Consideration Instruments may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the Consideration Instruments to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither the Circular, the Programme Memoranda and this Prospectus nor any other offering or marketing material relating to the Consideration Instruments constitutes a prospectus pursuant to the FinSA, and neither the Circular, the Programme Memoranda and this Prospectus nor any other offering or marketing material relating to the Consideration Instruments may be publicly distributed or otherwise made publicly available in Switzerland.

The Voluntary Bid and any related materials are directed only at MAS Shareholders who are resident or located in Switzerland and qualify as professional clients within the meaning of article 4 paragraph 3 FinSA, or where another exemption under articles 36 or 37 FinSA applies. Any MAS Shareholder in Switzerland who does not meet such requirements is not eligible to receive Consideration Instruments and will, if eligible to participate in the Voluntary Bid, be entitled only to the Cash Consideration. Each MAS Shareholder located or resident in Switzerland who accepts the Voluntary Bid will be deemed to have represented and warranted that it qualifies as a professional client or satisfies another applicable exemption under FinSA and that it is aware of and complies with the restrictions described above.

MAS Shareholders in Namibia

The Circular, the Programme Memoranda and this Prospectus is not intended to constitute an offer or solicitation to purchase or invest in the Consideration Instruments. The Consideration Instruments may not be publicly offered, directly or indirectly, in the Republic of Namibia (“Namibia”) in contravention of the Namibian Companies Act, No. 28 of 2004, as amended (“Namibian Companies Act”), the Banking Institutions Act, 1998, as amended (“Namibian Banking Institutions Act”) the Namibian Exchange Control Regulations, 1961, and/or any other applicable laws of Namibia in force from time to time.

Neither the Circular, the Programme Memoranda and this Prospectus nor any other offering or marketing material relating to the Consideration Instruments constitutes a prospectus pursuant to the Namibian Companies Act, and neither the Circular, the Programme Memoranda and this Prospectus nor any other offering or marketing material relating to the Consideration Instruments may be publicly distributed or otherwise made publicly available in Namibia.

In terms of the Namibian Stock Exchanges Control Act, 1985, as amended (until such time as it is repealed and replaced by the Financial Institutions and Markets Act, 2021, as amended) (“Namibian Stock Exchanges Control Act”), no person, firm, company, corporation, government, state, or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing, may carry on the business of buying and selling securities in Namibia unless such person is either a registered banking institution (within the meaning of the Namibian Banking Institutions Act) or a registered stock broker. Accordingly, any person engaging in the business of buying or selling the Consideration Instruments in Namibia may be required to register as a stockbroker in terms of the Namibian Stock Exchanges Control Act.

Any MAS Shareholder in Namibia who does not meet the abovementioned requirements is not eligible to receive Consideration Instruments and will, if eligible to participate in the Voluntary Bid, be entitled only to the Cash Consideration. Each MAS Shareholder located or resident in Namibia who accepts the Voluntary Bid will be deemed to have represented and warranted that it is registered as a banking institution (within the meaning of the Namibian Banking Institutions Act) or a registered stockbroker or satisfies another applicable exemption under Namibian law and that it is aware of and complies with the restrictions described above.

PROSPECTUS COMPLIES WITH THE SOUTH AFRICAN COMPANIES ACT AND THE IOM COMPANIES ACT

This Prospectus complies with section 100 of the South African Companies Act and Parts B and C of Chapter 4 of the South African Companies Regulations.

To the extent required, the written consents of the experts and advisors set out in the section headed “Corporate information and advisors” on page I of this Prospectus have been attached to the copy of the Prospectus filed with the CIPC. Each of the aforementioned experts and advisors (as applicable) have consented to the use of any statement made by them in this Prospectus and/or the use of their names in this Prospectus (as applicable) and have not withdrawn such consents as at the date of this Prospectus.

The number of each applicable regulation of the South African Companies Regulations is given in square brackets after appropriate headings or sub-headings of this Prospectus and marked “reg”.

It is important to note that the registration of this Prospectus by the CIPC does not indicate any support or qualify the potential investment as a good investment opportunity. Registration of this Prospectus by the CIPC merely indicates the compliance of this Prospectus to the minimum requirements set out in the South African Companies Act and the South African Companies Regulations.

This Prospectus complies with section 45 of the IoM Companies Act which requires that the PKI Directors ensure that this Prospectus contains all material information relating to the Voluntary Bid that the MAS Shareholders would reasonably expect to be included in order to enable them to make an informed decision as to whether or not to accept the Voluntary Bid or make the application referred to herein; and of which the PKI Directors are aware at the time of issue of this Prospectus (or of which they would have been aware had they made such enquiries as would have been reasonable in all the circumstances). Such information is required to be set out fairly and accurately.

REGULATORY AUTHORITY

The contents of this Prospectus have not been approved by any regulatory authority in any jurisdiction, other than the CIPC in South Africa. The JSE have formally confirmed that PKI is not bound by the provisions of the Listings Requirements of the JSE, as amended (“Listings Requirements”) in respect of the Voluntary Bid, and that the Listings Requirements do not regulate the Voluntary Bid.

This Prospectus (and the accompanying Circular and the Programme Memoranda) has not been approved by or filed with any regulatory authority in the Isle of Man. It is not required for this Prospectus to be approved by, filed or registered with any governmental or public body, authority or agency in the Isle of Man either on, before or after the date of publication of each such document.

This Prospectus (and the accompanying Circular and the Programme Memoranda) do not take into account the investment objectives, financial situation or needs of any particular person. Further, the contents of this Prospectus (and the accompanying Circular and the Programme Memoranda) do not constitute legal advice or purport to comprehensively deal with the legal, regulatory and tax implications of any matter contained in this Prospectus (and the accompanying Circular and the Programme Memoranda) for each MAS Shareholder. MAS Shareholders are accordingly advised to consult their professional advisors about their personal legal, regulatory and tax positions regarding the matters contained in this Prospectus (and the accompanying Circular and the Programme Memoranda).

DATES AND TIMES

Unless the context clearly indicates otherwise, all information in this Prospectus is provided as at the Last Practicable Date.

All references in this Prospectus to time are to South African Standard Time.

CURRENCIES

All references in this Prospectus to “Rand”, “R” or “ZAR” or “cents” are references to the lawful currency of South Africa. All references in this Prospectus to “€” “Euro”, “EUR” or “EURcents” are references to the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the Treaty on the Functioning of the European Union.

TABLE OF CONTENTS

 

CORPORATE INFORMATION AND ADVISORS			I
IMPORTANT INFORMATION			1
IMPORTANT DATES AND TIMES			9
DEFINITIONS AND INTERPRETATION			10
SECTION 1 – INFORMATION ABOUT PKI [REG 56]			13
1.	NAME, ADDRESS, INCORPORATION [REG 57]		13
2.	DIRECTORS, OTHER OFFICE HOLDERS AND MATERIAL THIRD PARTIES [REG 58]		13
3.	HISTORY, STATE OF AFFAIRS AND PROSPECTS OF PKI AND MAS		16
4.	SHARE CAPITAL OF PKI		17
5.	OPTIONS AND OTHER PREFERENTIAL RIGHTS IN RESPECT OF SHARES [REG 61]		20
6.	COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING [REG 62]		20
7.	MATERIAL CONTRACTS [REG 63]		20
8.	DIRECTOR AND PROMOTER INTERESTS [REG 64]		20
9.	LOANS AND BORROWINGS [REG 65]		20
10.	SECURITIES ISSUED OTHER THAN FOR CASH [REG 66]		20
11.	PROPERTY UNDERTAKINGS [REG 67]		20
12.	AMOUNTS PAID OR PAYABLE TO PROMOTERS [REG 68]		20
13.	PRELIMINARY AND ISSUE EXPENSES [REG 69]		21
SECTION 2 – DETAILS OF THE VOLUNTARY BID			22
1.	PURPOSE OF THE VOLUNTARY BID [REG 70]		22
2.	TIME AND DATE OF THE OPENING AND OF THE CLOSING OF THE VOLUNTARY BID [REG 71]		22
3.	DETAILS OF THE CONSIDERATION INSTRUMENTS [REG 72]		22
4.	MINIMUM SUBSCRIPTION FOR THE CONSIDERATION INSTRUMENTS [REG 73]		22
SECTION 3 – STATEMENTS AND REPORTS RELATING TO PKI			23
1.	STATEMENTS AS TO ADEQUACY OF CAPITAL [REG 74]		23
2.	REPORTS BY DIRECTORS AS TO MATERIAL CHANGES [REG 75]		23
3.	STATEMENTS AS TO LISTING ON A STOCK EXCHANGE [REG 76]		23
4.	REPORT BY AUDITOR WHERE BUSINESS UNDERTAKING TO BE ACQUIRED [REG 77]		23
5.	REPORT BY AUDITOR OF PKI [REG 79]		23
SECTION 4 – ADDITIONAL INFORMATION			24
1.	GENERAL DESCRIPTION OF THE PREFERENCE SHARE PROGRAMME		24
2.	STATUS OF THE PRICING SUPPLEMENT		25
3.	RISK FACTORS		25
4.	MINIMUM CASH ACCEPTANCE CONDITION		26

IMPORTANT DATES AND TIMES

The definitions and interpretations commencing on page 10 of this Prospectus apply mutatis mutandis to this section headed “Important dates and times”.

The timetable below lists certain expected key dates for the Voluntary Bid and issue of the Consideration Instruments, if applicable. MAS Shareholders are, however, cautioned that the dates below are not certain and are subject to change. This timetable is subject to and should be read in accordance with the detailed timetable set out in the “Important dates and times” section on page 22 of the Circular.

Notes:

DEFINITIONS AND INTERPRETATION

In this Prospectus and the Annexures hereto, unless the context indicates otherwise, a word or an expression which denotes any gender includes the other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa, and the following words and expressions bear the meanings assigned to them below:

SECTION 1

INFORMATION ABOUT PKI [REG 56]

The definitions and interpretations commencing on page 10 of this Prospectus apply mutatis mutandis to this section 1 headed “Information about PKI”.

PK Investments Limited, registration number 014469V.

PKI is a wholly owned subsidiary of the DJV, being PKM Development Ltd. (registration number C 103521), a company duly registered in accordance with the laws of Malta with registered address: Suite 11, Marina Business Centre, Abate Rigord Street, Ta’ Xbiex, XBX1129, Malta.

The PKI Directors may exercise all the powers of PKI to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of PKI or of any third party.

There have been no material changes to the business of PKI since its incorporation.

As of the date of this Prospectus, PKI’s sole asset is its shareholding in MAS, and it has no material liabilities.

At the Last Practicable Date, PKI did not have or occupy any principal immovable properties or any established commitments for the purchase, construction or installation of buildings, plant or machinery.

Subject to the IoM Companies Act, the Constitutional Documents and the Programme Memoranda and if shares are expressed to be redeemable (as the Consideration Instruments are), PKI may purchase, redeem or otherwise acquire its own shares for any consideration provided that PKI continues to have at least one shareholder at all times and that PKI satisfies the solvency test set out in section 49 of the IoM Companies Act. PKI may not purchase, redeem or otherwise acquire any ordinary shares whilst any Consideration Instruments remain issued and outstanding and unredeemed by PKI.

PKI has (unless the PKI Directors resolve to the contrary in respect of any share) a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share.

Subject to the terms of issue of any shares, the PKI Directors may make calls upon the shareholders in respect of any moneys unpaid on their shares.

Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in the Constitutional Documents, and for this purpose, shares issued for unpaid consideration such as a promissory note, other written obligation to contribute money or property, or a contract for future services are deemed not to be fully paid.

Save for the creation of the Consideration Instruments, no alterations to the share capital of PKI have been affected during the three years preceding the date of this Prospectus.

There have been no offers for subscription or sale of any shares in PKI to the public prior to the date of issue of this Prospectus, save for the Consideration Instruments proposed to be issued to the MAS Shareholders in consideration for the Bid Shares tendered under the Voluntary Bid as contemplated in this Prospectus.

There are no options or preferential rights to subscribe for shares in PKI which are capable of being exercised at the date of this Prospectus or in future.

No commissions have been paid or are payable in the last two years by PKI, and no commissions are payable in respect of the Voluntary Bid, to any person for subscribing or agreeing to subscribe, or procuring or agreeing to procure, subscription for and/or underwriting of any securities of PKI.

As at the date of this Prospectus, PKI had no material loans payable and had no material loans advanced to any party, other than in the ordinary course of business.

Save for the Consideration Instruments proposed to be issued to the MAS Shareholders in consideration for the Bid Shares tendered under the Voluntary Bid, there have been no issues or offers of any shares in PKI (other than for cash) and investment entities in the three years preceding the Last Practicable Date.

PKI does not own any property and has not disposed of any property in the three years preceding the date of this Prospectus.

As at the Last Practicable Date, and in respect of the three years preceding the date of this Prospectus, no amount has been paid or is proposed to be paid and no benefit has been or will be given by PKI, to any promoter, or to any partnership, syndicate or other association of which the promoter is or was a member.

SECTION 2

DETAILS OF THE VOLUNTARY BID

The definitions and interpretations commencing on page 10 of this Prospectus apply mutatis mutandis to this section 2 headed “Details of the Voluntary Bid”.

The rationale for the Voluntary Bid is set out in paragraph 2.2 on page 31 of the Circular, which is incorporated herein by reference.

MAS Shareholders are referred to the section headed “Important dates and times” on page 9 of this Prospectus, for important dates and times applicable to the Voluntary Bid. These dates and times are subject to and should be read in accordance with the detailed timetable set out in the “Important dates and times” section commencing on page 22 of the Circular.

The Consideration Instruments that are issued in terms of the Voluntary Bid are issued as consideration for the purchase of the Bid Shares by PKI. Accordingly, subject to the Minimum Acceptance Condition being fulfilled or waived by PKI, no minimum amount for subscription, as contemplated in section 108(2) of the South African Companies Act, read with regulation 73 of the South African Companies Regulations, will apply to the Voluntary Bid. Further, there is no applicable minimum subscription required under the IoM Companies Act or the Constitutional Documents.

SECTION 3

STATEMENTS AND REPORTS RELATING TO PKI

The definitions and interpretations commencing on page 10 of this Prospectus apply mutatis mutandis to this section 3 headed “Statements and reports relating to PKI”.

The PKI Directors are of the opinion that the issued share capital and working capital of PKI will be adequate for the purpose of the business of PKI and any subsidiary of PKI, for at least 12 months after the issue date of this Prospectus.

Subject to the approval of the SARB, application will be made for the inward listing of the Consideration Instruments on the CTSE. If the SARB Approval is not obtained before the Consideration Instruments Cut-Off Date (as such term is defined in the Circular), the Consideration Instruments will remain unlisted. Further details of the listing of the Consideration Instruments (if applicable) will be announced on SENS in due course (if applicable).

Although PKI will be acquiring additional MAS Shares as a result of the Voluntary Bid, it is not contemplated that any business undertaking will be acquired in connection with the Voluntary Bid.

In terms of regulation 79 of the South African Companies Regulations, PKI’s auditors are required to prepare a report on the profits and losses, dividends and assets and liabilities of PKI in respect of each of the three financial years immediately preceding the date of this Prospectus. In this regard MAS Shareholders are referred to the paragraph titled “Company particulars” as set out in section 1, paragraph 3.6 on page 17 of this Prospectus and Annexure 1 to this Prospectus.

SECTION 4

ADDITIONAL INFORMATION

The definitions and interpretations commencing on page 10 of this Prospectus apply mutatis mutandis to this section 4 headed “Additional information”.

The implementation of the Voluntary Bid is subject to the Minimum Cash Acceptance Condition being fulfilled or waived by PKI in its sole discretion.

As a term of the Voluntary Bid, subject to the conditions specified in the Circular, PKI gives irrevocable undertakings in favour of MAS and MAS CEE which are set out in paragraph 3 commencing on page 32 of the Circular, which accompanies this Prospectus.

Details regarding the application of takeover law and the MAS Articles to the Voluntary Bid are set out in paragraph 5 commencing on page 34 of the Circular, which accompanies this Prospectus.

In relation to the Voluntary Bid (including the settlement of the Bid Consideration), a general description as to the relevant exchange control laws of South Africa is set out in paragraph 6 commencing on page 35 of the Circular which accompanies this Prospectus. The exchange control considerations in relation to the Preferred Shares is set in the section headed “Exchange Control ” commencing on page 51 of the Programme Memorandum (Listed), and the section headed “Exchange Control ” commencing on page 46 of the Programme Memorandum (Unlisted), as the case may be, each of which accompanies this Prospectus.

In relation to the Voluntary Bid (including the subscription of Consideration Instruments), a general description as to the relevant tax laws of South African and the Isle of Man is set out in the section headed “Taxation” commencing on page 46 of the Programme Memorandum (Listed) and page 42 of the Programme Memorandum (Unlisted), each of which accompanies this Prospectus.

To the extent required, each of the advisors named in the section headed “Corporate information and advisors” on page I of this Prospectus have consented in writing to act in the capacities stated and to their names appearing in this Prospectus and have not withdrawn their consent prior to the publication of this Prospectus.

The following documents, or copies thereof, will be available for inspection during normal business hours at the registered offices of PKI and at the address of the Transaction Sponsor, the details of which are set out in the section headed “Corporate information and advisors” on page I of this Prospectus, from the date of issue of this Prospectus until the Closing Date, both days inclusive, or can be requested via email from PKIcontact@primekapital.com:

The following additional information has been referred to in this Prospectus and is available for viewing as set out in the table below:

SECTION 5

INAPPLICABLE OR IMMATERIAL MATTERS

The definitions and interpretations commencing on page 10 of this Prospectus apply mutatis mutandis to this section 5 headed “Inapplicable or immaterial matters”.

For purposes of this Prospectus, the following provisions of the South African Companies Regulations are not applicable:

By order of the PKI Board [reg 52]

4 August 2025

Signed at Douglas, Isle of Man on behalf of all of the PKI Directors in terms of powers of attorney granted by them.

Monika Zoradova

PKI Director

Timothy Mark Callister

PKI Director

ANNEXURE 1

REGULATION 79 AND INDEPENDENT AUDITORS REPORT

The Directors

PK Investments Limited

Part of the Second Floor

Exchange House

54-62 Athol Street

Douglas

Isle of Man

IM1 1JD

28 July 2025

Dear Ladies and Gentlemen

Report of factual findings in terms of Regulation 79 of the Companies Act, No. 71 of 2008, (“Companies Act”), on the financial information for the years ended 30 June 2024, 30 June 2023 and 30 June 2022 included in the prospectus of PK Investments Limited (“Prospectus”)

PricewaterhouseCoopers LLC are the appointed auditors of PK Investments Limited (the “Company”).

Purpose of this Report of Factual Findings

This report is produced in accordance with the terms of our agreement dated 11 July 2025. The procedures were performed solely to assist the directors of the Company in connection with and for the purpose of assisting in the company’s compliance with Regulation 79 of the Companies Act of South Africa and may not be suitable for another purpose.

Regulation 79 Financial Information

Regulation 79 of the Companies Act requires us to report on the following financial information for the years ended 30 June 2024, 30 June 2023 and 30 June 2022, which is included in the Prospectus:

(collectively the “Regulation 79 Financial Information”).

The Regulation 79 Financial Information has been extracted from the separate financial statements of the Company for the years to 30 June 2024, 30 June 2023 and 30 June 2022 (“Financial Statements”), prepared in accordance with IFRS Accounting Standards (“IFRS”), which are incorporated by reference in the Prospectus and available on the Company’s website at the following weblink www.primekapital.com/pk-investments.

Your Responsibilities

The directors of the Company are responsible for the Financial Statements and for the creation and maintenance of all accounting and other records supporting their contents. The Company’s directors are also responsible for identifying and ensuring that the Company complies with Regulation 79 of the Companies Act.

You are responsible for determining that the scope of the services is sufficient for your purposes and have confirmed that the procedures described herein are appropriate for the purpose for which the services were engaged.

Our Responsibilities

We have performed the procedures agreed with you and listed below on the Regulation 79 Financial Information. Our work was performed in accordance with the International Standard on Related Services (ISRS) 4400 (Revised) ‘Agreed-Upon Procedures Engagements’.

We have complied with the ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, which obliges us to perform the services with objectivity. For the purpose of this engagement, there are no independence requirements with which we are required to comply.

An agreed-upon procedures engagement involves performing the procedures that have been agreed with you, and reporting the findings, which are the factual results of the agreed-upon procedures performed. We make no representation regarding the appropriateness of the agreed-upon procedures.

We have applied International Standard on Quality Management 1 ‘Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements’ and, accordingly, we maintain a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Procedures and Findings

We performed the following procedures:

Based on the above procedures we found:

accounted investee is €254,141,723 as compared to €nil per the historical financial information at 30 June 2024;

With respect to Regulation 79(4)(a), we completed our audits of the Financial Statements, prepared in accordance with IFRS, on which we issued unmodified opinions on 16 July 2025. Our audits were performed in accordance with International Standards on Auditing.

With respect to Regulation 79(4)(b)(i-iv), in terms of ISRS 4400 we can only provide a report of factual findings and the user is required to draw their own conclusions based on the factual findings of the procedures performed. Although we cannot perform procedures to support the statement required by Regulation 79(4)(b)(i-iv) in terms of ISRS 4400 due to the nature of the balances and the degree of judgement involved in reporting these requirements, based on the results of work performed during our audit of the Financial Statements, we did not identify any material misstatements with regard to:

Our procedures, as stated in our agreement, did not constitute an audit or assurance engagement made in accordance with generally accepted auditing or assurance standards, the objective of which would be the expression of assurance on the contents of the Regulation 79 Financial Information presented in the Prospectus. We do not express such assurance.

We draw attention to paragraph 3.6 of Section 1 of the Prospectus, which refers to financial information included on the Company’s website. At the date of our report, the links included in paragraph 3.6 of Section 1 of the Prospectus and our report are accurate. We have no responsibility for the accuracy of the links and content beyond the date of our report.

Had we performed additional procedures, or had we performed an audit or assurance engagement on the Regulation 79 Financial Information, other matters might have come to our attention that we would have reported to you. This report relates only to the agreed upon procedures in respect of the Regulation 79 Financial Information and does not extend to any financial statements of the Company taken as a whole.

Our obligations in respect of this report are entirely separate from, and our responsibility and liability is in no way changed by, any other role we may have (or may have had) as auditors of the Company or otherwise. Nothing in this report, nor anything said or done in the course of or in connection with the services, will extend any duty of care we may have in our capacity as auditors of any financial statements of the Company.

This report is solely for your use in connection with the purpose specified above and as set out in our agreement. No part of this report is to be copied or distributed to any other party except as permitted under the terms of our agreement. We do not accept any liability or responsibility to any third party.

Copies of our report may be made available to your professional advisers provided that it is clearly understood by the recipients that they enjoy such receipt for information only and that we accept no duty of care to them in respect of our reports and letters. Furthermore, the reports and letters are to be used by them only for the purposes stated herein. The report must not be made available or copied in whole or in part to any other party without our prior written consent, which consent may be given or withheld at our absolute discretion. This limitation will obviously not apply to the provision of this report in compliance with any order of court, subpoena or other judicially enforceable directive or to inclusion of the report in the Prospectus to be issued on or about 29 July 2025, to which we consent.

Yours faithfully

PricewaterhouseCoopers LLC

Chartered Accountants

Douglas, Isle of Man

Date: 28 July 2025