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Trades by an associate of Mustek directors
MUSTEK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1987/070161/06)
Share Code: MST ISIN: ZAE000012373
("Mustek" or "the company")
TRADES BY AN ASSOCIATE OF MUSTEK DIRECTORS
Reference is made to the firm intention announcement released on SENS by Novus Holdings Limited
("Novus") dated 15 November 2024 to make a mandatory offer to the shareholders of Mustek
Limited ("Mustek") for shares that it does not already beneficially hold and to the SENS
announcement by Mustek on the same date.
On 13 November 2024, Novus, Hein Engelbrecht, Cornelius Jacobus (Neels) Coetzee, and Shabana
Aboo Baker Ebrahim ("Management") entered into a Consortium Agreement ("the Agreement").
In terms of the Agreement, the following was agreed:
• Management would register a private ring-fenced company ("Manco"), of which the
shareholding will be as follows:
o Hein Engelbrecht – 51%;
o Cornelius Jacobus (Neels) Coetzee – 25%; and
o Shabana Aboo Baker Ebrahim – 24%.
• The purpose of the Manco will be to acquire and hold shares in Mustek.
• Subject to certain conditions being met, as soon as reasonably possible after:
o the acquisition by Novus of the approximate 3 600 000 shares which triggered the firm
intention announcement, Novus will dispose of 25% (twenty-five percent) of these shares
to Manco ("Manco First Tranche Shares") for a purchase consideration of R12 per share;
o Novus acquiring Mustek Shares in terms of the Mandatory Offer ("Mandatory Offer
Shares"), it will sell 25% (twenty-five percent) of such Mandatory Offer Shares to Manco
("Manco Mandatory Offer Shares") with the purchase consideration depending on the
nature of the consideration (i.e. Cash Consideration, Combined Consideration or Share
Consideration) paid by Novus for those Mustek Shares; and
o if Novus acquires any additional Mustek Shares ("Additional Mustek Shares") (other than
the First Tranche Shares and Mandatory Offer Shares) before the closing date of the
Mandatory Offer, it will sell 25% (twenty-five percent) of such Additional Mustek Shares
to Manco ("Manco Additional Shares") at the purchase consideration paid by Novus.
Notwithstanding the above, Novus is only required to sell a maximum of 3,000,000 (three million)
Mustek Shares to Manco (and no further Mustek Shares unless otherwise agreed in writing between
the Parties).
Accordingly, and in compliance with sections 3.63 to 3.65 of the Listings Requirements of JSE
Limited, the following information is disclosed in relation to dealings by an associate of Executive
Directors in the Company's securities relating to Manco First Tranche Shares:
Name of Director: Hein Engelbrecht
Date of transaction: 13 November 2024
Number of securities: 469,915 (four hundred and sixty-nine thousand nine hundred
and fifteen)
Price per security: Manco First Tranche Shares: R12.00 (twelve Rand) per
share;
Total value: R5,638,980 (five million six hundred and thirty-eight thousand
nine hundred and eighty Rand)
Nature of transaction: Consortium Agreement entered into with Novus – Manco
First Tranche Shares, off-market
Class of securities: Ordinary no par value shares
Nature of director interest: Indirect by Associate, off-market
Relationship with the Associate: Manco, Shareholder (51%) and Director
Name of Director: Cornelius Jacobus (Neels) Coetzee
Date of transaction: 13 November 2024
Number of securities: 230,350 (Two hundred and thirty thousand three hundred and
fifty)
Price per security: Manco First Tranche Shares: R12.00 (twelve Rand) per
share;
Total value: R2,764,200 (two million seven hundred and sixty-four
thousand two hundred Rand)
Nature of transaction: Consortium Agreement entered into with Novus – Manco
First Tranche Shares, off-market
Class of securities: Ordinary no par value shares
Nature of director interest: Indirect by Associate, off-market
Relationship with the Associate: Manco, Shareholder (25%) and Director
Name of Director: Shabana Aboo Baker Ebrahim
Date of transaction: 13 November 2024
Number of securities: 221,136 (two hundred and twenty-one thousand one hundred
and thirty-six)
Price per security: Manco First Tranche Shares: R12.00 (twelve Rand) per
share;
Total value: R2,653,632 (two million six hundred and fifty three thousand
six hundred and-thirty two Rand)
Nature of transaction: Consortium Agreement entered into with Novus – Manco
First Tranche Shares, off-market
Class of securities: Ordinary no par value shares
Nature of director interest: Indirect by Associate, off-market
Relationship with the Associate: Manco, Shareholder (24%) and Director
Accordingly, and in compliance with sections 3.63 to 3.65 of the Listings Requirements of JSE
Limited, the following information is disclosed in relation to dealings by an associate of Executive
Directors in the Company's securities relating to the Manco Mandatory Offer Shares and Manco
Additional Shares:
Name of Director: Hein Engelbrecht
Date of transaction: 13 November 2024
Number of securities: 1,060,085 (one million and sixty thousand and eighty-five)
Price per security: Manco Mandatory Offer Shares:
• in relation to Mustek Shares acquired by Novus for the
Cash Consideration, R13.00 (thirteen Rand) per share
• in relation to Mustek Shares acquired by Novus for the
Combined Consideration, an amount equal to the sum of
o R7.00 (seven Rand); and
o the 30 Day Novus Volume Weighted Average Price
("VWAP") on the day preceding the date on which
Novus sells the relevant Manco Mandatory Offer
Shares to the Manco
• in relation to Mustek Shares acquired by Novus for the
Share Consideration, an amount equal to the 30-Day
Novus VWAP on the day immediately preceding the date
on which Novus sells the relevant Manco Mandatory Offer
Shares to the Manco multiplied by 2 (two);
Manco Additional Shares: An amount equal to the aggregate
number of Manco Additional Shares multiplied by the price
paid by Novus for the Additional Mustek Shares in question.
Total value: Approximately R13,781,105 (thirteen million seven hundred
and eighty-one thousand one hundred and five Rand) based
on the Cash Consideration of R13 per Mustek share
Nature of transaction: Consortium Agreement entered into with Novus – Manco
Mandatory Offer Shares, Manco Additional Shares, off-
market
Class of securities: Ordinary no par value shares
Nature of director interest: Indirect by Associate, off-market
Relationship with the Associate: Manco, Shareholder (51%) and Director
Name of Director: Cornelius Jacobus (Neels) Coetzee
Date of transaction: 13 November 2024
Number of securities: 519,650 (five hundred and nineteen thousand six hundred
and fifty)
Price per security: Manco Mandatory Offer Shares:
• in relation to Mustek Shares acquired by Novus for the
Cash Consideration, R13.00 (thirteen Rand) per share
• in relation to Mustek Shares acquired by Novus for the
Combined Consideration, an amount equal to the sum of
o R7.00 (seven Rand); and
o the 30 Day Novus Volume Weighted Average Price
("VWAP") on the day preceding the date on which
Novus sells the relevant Manco Mandatory Offer
Shares to the Manco
• in relation to Mustek Shares acquired by Novus for the
Share Consideration, an amount equal to the 30-Day
Novus VWAP on the day immediately preceding the date
on which Novus sells the relevant Manco Mandatory Offer
Shares to the Manco multiplied by 2 (two);
Manco Additional Shares: An amount equal to the aggregate
number of Manco Additional Shares multiplied by the price
paid by Novus for the Additional Mustek Shares in question.
Total value: Approximately R6,755,450 (six million seven hundred and
fifty five thousand four hundred and fifty Rand) based on the
Cash Consideration of R13 per Mustek share
Nature of transaction: Consortium Agreement entered into with Novus – Manco
Mandatory Offer Shares, Manco Additional Shares, off-
market
Class of securities: Ordinary no par value shares
Nature of director interest: Indirect by Associate, off-market
Relationship with the Associate: Manco, Shareholder (25%) and Director
Name of Director: Shabana Aboo Baker Ebrahim
Date of transaction: 13 November 2024
Number of securities: 498,864 (four hundred and ninety eight thousand eight
hundred and sixty four)
Price per security: Manco Mandatory Offer Shares:
• in relation to Mustek Shares acquired by Novus for the
Cash Consideration, R13.00 (thirteen Rand) per share
• in relation to Mustek Shares acquired by Novus for the
Combined Consideration, an amount equal to the sum of
o R7.00 (seven Rand); and
o the 30-Day Novus Volume Weighted Average Price
("VWAP") on the day preceding the date on which
Novus sells the relevant Manco Mandatory Offer
Shares to the Manco
• in relation to Mustek Shares acquired by Novus for the
Share Consideration, an amount equal to the 30-Day
Novus VWAP on the day immediately preceding the date
on which Novus sells the relevant Manco Mandatory Offer
Shares to the Manco multiplied by 2 (two);
Manco Additional Shares: An amount equal to the aggregate
number of Manco Additional Shares multiplied by the price
paid by Novus for the Additional Mustek Shares in question.
Total value: Approximately R6,485,232 (six million four hundred and
eighty-five thousand two hundred and thirty two Rand) based
on the Cash Consideration of R13 per Mustek share
Nature of transaction: Consortium Agreement entered into with Novus – Manco
Mandatory Offer Shares, Manco Additional Shares, off-
market
Class of securities: Ordinary no par value shares
Nature of director interest: Indirect by Associate, off-market
Relationship with the Associate: Manco, Shareholder (24%) and Director
The Board accepts responsibility for the information in this announcement. The Independent
Board only became aware of the Consortium Agreement on 13 December 2024. To the best of the
Board's knowledge and belief, the information in this announcement is true, and nothing has been
omitted that is likely to affect its importance.
Midrand
24 December 2024
Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited
Date: 24-12-2024 07:05:00
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