NOVUS HOLDINGS LIMITED - TRP ruling in respect of concert party arrangement in relation to Novus mandatory offer

TRP ruling in respect of concert party arrangement in relation to Novus’ mandatory offer

 NOVUS HOLDINGS LIMITED
 Incorporated in the Republic of South Africa
 Registration number 2014/130842/06
 JSE share code: NVS
 ISIN: ZAE000202149
 ("Novus" or "Company")

 TAKEOVER REGULATION PANEL ("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 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 5of 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.     Mustek Shareholders are referred to the provisions of paragraph 3.3 of the FIA, wherein
                Mustek Shareholders were advised that (i) Novus was engaging with the TRP as to whether or
                not the DK Trust ought to be regarded as a concert party; and (ii)the outcome of such
                engagements will be contained in the Offeror Circular (as defined in the FIA).

       1.3.     The purpose of this announcement is to advise Mustek Shareholders that the TRP, on
                24 February 2025, issued a ruling ("TRP Ruling"), wherein the TRP has determined that the
                DK Trust is a concert party of Novus for the purposes of the Mandatory Offer.

2.     TRP RULING

       2.1.    Notwithstanding the submissions made by Novus, the DK Trust and others to the TRP, the
               TRP has determined that in furnishing Novus with a written undertaking to not accept the
               Mandatory Offer as well as other factors detailed in the TRP ruling, the DK Trust became a
               concert party of Novus for the purposes of the Mandatory Offer. 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.

       2.2.    Accordingly, Mustek Shareholders are further advised that (i) Novus; (ii) its related parties;
               and (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.

       2.3.    Mustek Shareholders can access a full copy of the TRP Ruling on the Company's website at
               https://novus.holdings/investor-centre/ and the TRP's website at https://trpanel.co.za/rulings.

       2.4.    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.

       2.5.    Novus has however been advised by the TRP that the Takeover Special Committee is not
               currently constituted. Accordingly, should Novus wish to appeal, or review, the TRP Ruling, it
               will need to approach a High Court of competent jurisdiction.

       2.6.    Novus will, after taking advice, advise Mustek Shareholders whether or not it will proceed to
               appeal, or review, the TRP Ruling.

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

25 February 2025

Sponsor to Novus
PSG Capital

Legal Advisor to Novus
ENS

Date: 25-02-2025 05:49:00
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