Wrap Text
Update on TRP Ruling in respect of concert party arrangement in relation to Novus Mandatory Offer to Mustek
NOVUS HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 2014/130842/06
JSE share code: NVS
ISIN: ZAE000202149
("Novus" or "Company")
UPDATE ANNOUNCEMENT IN RESPECT OF THE TAKEOVER REGULATION PANEL'S ("TRP")
RULING IN RESPECT OF CONCERT PARTY ARRANGEMENT IN RELATION TO NOVUS'
MANDATORY OFFER TO THE SHAREHOLDERS OF MUSTEK LIMITED FOR SHARES THAT IT DOES
NOT ALREADY BENEFICIALLY HOLD
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
1. INTRODUCTION
1.1. Shareholders ("Mustek Shareholders") of Mustek Limited ("Mustek") are referred to –
1.1.1. the firm intention announcement released by Novus on the Stock Exchange News
Service ("SENS") on Friday, 15 November 2024 ("FIA") and subsequent
announcements regarding the mandatory offer by Novus to Mustek
Shareholders;
1.1.2. the combined offer circular outlining details of the Mandatory Offer ("Circular"),
which was distributed on Friday, 30 May 2025 as well as the SENS
announcement of 30 May 2025 ("30 May Announcement") alerting Mustek
Shareholders of the Circular. Copies of the Circular are available on Novus'
website at https://novus.holdings/investor-centre/ and Mustek's website at
https://mustek.co.za/investor/; and
1.1.3. the joint SENS announcement released on 1 August 2025 which, inter alia,
advised of an investigation ("TRP Investigation") initiated by the TRP into
matters described therein.
1.2. Unless otherwise specified, capitalised terms utilised herein shall bear the meaning ascribed
thereto in the "Interpretation and Definitions" section of the Circular.
1.3. The purpose of this announcement is to advise Mustek Shareholders that the TRP, on
24 December 2025, issued a ruling ("TRP Ruling") in respect of certain aspects of the TRP
Investigation.
2. TRP RULING | CONCERT PARTING DETERMINATION
2.1. Notwithstanding the submissions made by Novus and one of its brokers, Numus Capital
Proprietary Limited ("Numus"), the TRP determined that Numus is a concert party of Novus
for the purposes of the Mandatory Offer.
2.2. Novus fundamentally disagrees with the conclusions reached by the TRP in this respect and
will consider its rights and/or remedies as set out below.
3. EFFECT OF THE TRP RULING | MANDATORY INCREASE IN OFFER CONSIDERATION
3.1. A regulated hedge fund managed by Numus acquired 3000 Mustek Shares at R15.41 on
28 November 2024.
3.2. In light of the TRP's determination that Numus is a concert party of Novus for the purposes of
the Mandatory Offer, the provisions of Regulation 111(6) are applicable and the Cash
Consideration is required to be increased from R13.00 per Mustek Share, to R15.41 per
Mustek Share.
3.3. Mustek Shareholders are advised that Novus fundamentally disagrees with the conclusions
reached by the TRP in respect of, inter alia, this determination and intends appealing to the
Takeover Special Committee to have the TRP Ruling set-aside.
4. TRP RULING | DISCLOSURE OF AGGREGATE SHAREHOLDINGS IN MUSTEK
4.1. Mustek Shareholders are further referred to the SENS announcement released by Novus on
23 December 2025, pursuant to which Mustek Shareholders were advised that, inter alia,
Novus, together with its concert parties, hold, as at 22 December 2025, 34,668,935 Mustek
Shares, constituting approximately 60.25% of the issued share capital in Mustek.
4.2. However, pursuant to the TRP Ruling that Numus is a concert party of Novus for the purposes
of the Mandatory Offer, Mustek Shareholders are advised that on this basis, and taking into
account the Mustek Shares held by Numus as at the date of this announcement, Novus,
together with its concert parties (including Numus), hold 34,668,935 Mustek Shares,
constituting approximately 60.25% of the issued share capital in Mustek.
4.3. As at the date of this announcement, Numus does not hold any Mustek Shares.
5. TRP RULING | FURTHER LEGAL REMEDIES
5.1. Pursuant to the provisions of Regulation 118(8) of the Takeover Regulations, Novus may
apply to the Takeover Special Committee for a hearing regarding the TRP Ruling within
5 business days after receiving the TRP Ruling.
5.2. Novus intends applying to the Takeover Special Committee to set aside the TRP Ruling and
is taking the requisite advice in this respect. Novus will keep the Mustek Shareholders
appraised of its decision in this regard following consultation with its advisors.
6. SUMMARY OF TRP RULING
Mustek shareholders should also take note of the TRP's statement issued in respect of its ruling
announced on SENS on 30 December 2025. A copy of the TRP's statement is available on Novus'
website at https://novus.holdings/investor-centre/ and on the TRP's website at www.trpanel.co.za.
7. NOVUS RESPONSIBILITY STATEMENT
Novus, to the extent that the information relates directly to Novus:
7.1. accepts responsibility for the information contained in this announcement;
7.2. confirms that to the best of its knowledge and belief, the information contained in this
announcement is true and correct; and
7.3. confirms that this announcement does not omit anything likely to affect the importance of the
information contained in it.
Cape Town
2 January 2026
Sponsor to Novus
PSG Capital
Legal Advisor to Novus
ENS
Date: 02-01-2026 07:45:00
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