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Additional financial information in respect of the FIA to make a mandatory offer to shareholders of Mustek Limited
NOVUS HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 2014/130842/06
JSE share code: NVS
ISIN: ZAE000202149
("Novus" or "Company")
ADDITIONAL FINANCIAL INFORMATION IN RESPECT OF THE FIRM INTENTION ANNOUNCEMENT
TO MAKE A MANDATORY OFFER TO SHAREHOLDERS OF MUSTEK LIMITED FOR SHARES THAT
NOVUS 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 of Mustek Limited ("Mustek") are referred to the firm intention announcement
released by Novus on the Stock Exchange News Service ("SENS") on Friday,
15 November 2024 ("FIA"), pursuant to which shareholders of Mustek
("Mustek Shareholders") were advised that, inter alia, -
1.1.1. Novus, together with (i) its related parties; and (ii) those persons with which
Novus is acting in concert (details of whom are set out in paragraph 5 of the FIA),
have collectively acquired the beneficial ownership of ordinary issued shares in
Mustek ("Mustek Shares"), which has resulted in Novus beneficially holding 35%
or more of all the issued Mustek Shares; and
1.1.2. Novus will make a mandatory offer, as required in terms of section 123 of the
Companies Act, 71 of 2008 ("Companies Act") read with the Regulations
published in terms of the Companies Act ("Takeover Regulations"), to acquire
all of the Mustek Shares not already beneficially held by Novus, or any of its
related and concert parties ("Mandatory Offer").
1.2. Furthermore, Mustek Shareholders are referred to the announcement released by Novus on
SENS on 25 February 2025 wherein Mustek Shareholders were advised that the Takeover
Regulation Panel determined that the DK Trust is a concert party of Novus for the purposes
of the Mandatory Offer. Accordingly, Mustek Shareholders were further advised that (i) Novus;
(ii) its related parties; (iii) the persons referred to in paragraph 5 of the FIA; and (iv) the DK Trust,
are, in aggregate, the beneficial owners of 31,854,866 Mustek Shares, comprising
approximately 55.36% of the issued share capital of Mustek.
1.3. The purpose of this supplementary firm intention announcement is to provide Mustek
Shareholders with the details of the pro forma earnings and asset value per Mustek Share, as
required in terms of Regulation 101(7)(b)(iv), based on the work done to date regarding the
preparation of the circular to be published regarding the Mandatory Offer.
2. FINANCIAL INFORMATION OF MUSTEK
2.1. Mustek Shareholders are advised that the tables below set out the unaudited pro forma
earnings and asset value per Mustek Share and have been prepared for illustrative purposes
only, in order to enable Mustek Shareholders to assess the impact of the implementation of
Mandatory Offer.
2.2. Due to their nature, the pro forma financial effects may not fairly present the financial position
or the effect on earnings, changes in equity or cash flows of Mustek Shares after
implementation of the Mandatory Offer.
2.3. The pro forma financial effects have been prepared in accordance with the JSE Listings
Requirements, the Takeover Regulations, International Financial Reporting Standards (IFRS),
the accounting policies adopted by Novus and Mustek and the SAICA Guide On Pro Forma
Financial Information.
2.4. The pro forma financial effects per Mustek Share have been provided in respect of
3 scenarios, comprising an assumption of a 100% successful Mandatory Offer result in terms
of which each Mustek Shareholder (other than the Non-Accepting Shareholders (as such term
is defined in the FIA) elect to receive –
2.4.1. the Cash Consideration (as defined in the FIA);
2.4.2. the Combined Consideration (as defined in the FIA); or
2.4.3. the Share Consideration (as defined in the FIA).
2.5. The pro forma financial effects reflect the earnings position as if the Mandatory Offer had been
effective from 1 July 2024 and the net asset position as if the Mandatory Offer had been
effective on 31 December 2024 as outlined below:
Before the After the
Mandatory Adjustments Adjustments Mandatory
Offer (Note 1) (Note 2) (Note 3) Offer
Basic earnings per
ordinary share (cents) 23.01 (2.78) (11.21) 9.02
Diluted earnings per
ordinary share (cents) 23.01 (2.78) (11.21) 9.02
Headline earnings per
ordinary share (cents) 23.47 (2.78) (11.21) 9.48
Diluted headline earnings
per ordinary share (cents) 23.47 (2.78) (11.21) 9.48
Net asset value per share
(cents) 2 827 (3) 9 2 833
Weighted average number
of shares 54 131 857 54 131 857 54 131 857 54 131 857
Phantom
Share After the
Before the Scheme Mandatory
Mandatory Offer Transaction Costs (Note 2) (Note 3) Offer
Gross Net Gross Net
Reconciliation
between profit (loss)
attributable to
equity holders of the
parent and headline
earnings
(loss) R 000 R 000 R 000 R 000 R 000 R 000
Profit for the period
attributable to equity
holders of
the parent 12 456 (1 505) (6 067) 4 885
Basic earnings 4
12 456 (1 505) (6 067) 885
Adjusted for:
Group's share of
loss on
disposal/recoupment
of property, plant
and equipment and
intangible assets 338 247 - - 338 247
Headline earnings
from continuing
and discontinued 12
operations 703 (1 505) (6 067) 5 131
Notes:
1) The "Before the Mandatory Offer" column is extracted, without adjustment, from the unaudited interim consolidated statement
of comprehensive income of Mustek Limited for the period ended 31 December 2024 as released on SENS on 6 March 2025.
2) These pro forma adjustments illustrate the effect of the Mandatory Offer on Mustek Limited's basic earnings per share
("EPS"), diluted EPS, headline earnings per share ("HEPS") and diluted HEPS as if the Mandatory Offer had become effective
on 1 July 2024 for the purposes of the statement of comprehensive income. The "Transaction Costs" column takes into
account the estimated transaction costs of R1.505 million.
3) These pro forma adjustments illustrate the effect of the Mandatory Offer if the participants of the cash settled phantom
scheme which can be exercised by a participant thereunder (i) after 25 June 2027 and before 31 December 2027; and (ii) if
the exercise price of the Phantom Shares envisaged in such scheme is at least R11.62 ("2027 Mustek Phantom Share
Schemes") elect to receive any benefits from the comparable offer by Novus ("Comparable Offer") on Mustek Limited's basic
EPS, diluted EPS, HEPS and diluted HEPS.
The "Phantom Share Scheme" column takes into account the following:
a) estimated reversal of the expense relating to the Phantom Share Scheme of R2.36 million, and
b) estimated expense of R10.67 million relating to modification of the 2027 SAR scheme from cash settled to equity settled
due to accelerated vesting, and
c) the tax effect relating to the expense adjustment of the Phantom Share Scheme of R2.24 million.
3. NOVUS RESPONSIBILITY STATEMENT
Novus, to the extent that the information relates directly to Novus:
3.1. accepts responsibility for the information contained in this announcement;
3.2. confirms that to the best of its knowledge and belief, the information contained in this
announcement is true and correct; and
3.3. confirms that this announcement does not omit anything likely to affect the importance of the
information contained in it.
Cape Town
6 March 2025
Sponsor to Novus
PSG Capital
Legal Advisor to Novus
ENS
Date: 06-03-2025 04:30:00
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