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NOVUS:  581   -19 (-3.17%)  09/09/2026 17:08

NOVUS HOLDINGS LIMITED - Announcement by Novus in respect of dealings in securities in accordance with the Companies Regulations, 2011

Release Date: 09/09/2026 15:22
Code(s): NVS     PDF:  
Wrap Text
Announcement by Novus in respect of dealings in securities in accordance with the Companies Regulations, 2011

 NOVUS HOLDINGS LIMITED
 Incorporated in the Republic of South Africa
 Registration number 2008/011165/06
 JSE share code: NVS
 ISIN: ZAE000202149
 (“Novus” or “Company”)

 ANNOUNCEMENT BY NOVUS IN RESPECT OF DEALINGS IN SECURITIES IN ACCORDANCE WITH
 THE COMPANIES REGULATIONS, 2011, PROMULGATED UNDER THE COMPANIES ACT, NO. 71 OF
 2008 (“COMPANIES REGULATIONS”).

 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 SENS on 15
                            November 2024 and the subsequent announcements regarding the
                            mandatory offer by Novus to Mustek Shareholders (the “Mandatory Offer”);

                1.1.2.      the combined offer circular outlining details of the Mandatory Offer
                            (“Circular”), which was distributed on Friday, 30 May 2025. Terms defined
                            in the Circular shall, where used in this announcement, bear the same meaning
                            as ascribed to them in the Circular;


                1.1.3.      the joint SENS announcement released on 1 August 2025 which, inter alia,
                            advised of an investigation (“TRP Investigation”) initiated by the Takeover
                            Regulation Panel (“TRP”) into matters described therein; and

                1.1.4.      the announcement released on 2 January 2026 and the TRP’s announcement
                            on 30 December 2025, regarding the TRP’s ruling on 24 December 2025
                            concerning    the   TRP   Investigation,   and   Novus’   subsequent   appeal
                            (“TSC Appeal”) to the Takeover Special Committee (“TSC”)’ and

                1.1.5.      the SENS announcement released on 26 May 2026 (“May 2026
                            Announcement”) which, inter alia, advised on the status of the TSC Appeal
                            and the conclusion of a settlement agreement (“Settlement Agreement”)
                            between, inter alia, Novus and the TRP, to resolve the TSC Appeal.
      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 (i) provide Mustek Shareholders with an update
             concerning the TSC Appeal; and (ii) announce further acquisitions of Mustek Shares by
             Novus.

2.   TSC APPEAL, SETTLEMENT AGREEMENT AND THE CASH CONSIDERATION

     2.1.   Pursuant to the May 2026 Announcement, Novus advised that one of material terms of the
            Settlement Agreement is that, subject to the Settlement Agreement being confirmed as an
            order of the TSC, Novus undertakes to increase the Mandatory Offer consideration to
            R15.41 per Mustek Share, in accordance with Regulation 111(6) of the Companies
            Regulations.

     2.2.   As at the date of this announcement, the TSC has not confirmed the Settlement Agreement
            as an order of the TSC.

     2.3.   Pursuant to the Mandatory Offer, Novus is committed to paying R15.41 per Mustek Share
            for all Mustek Shares tendered to it.

     2.4.   Further, as at the date of this announcement, the highest price paid by Novus and its
            Concert Parties per Mustek Share is R15.25.

3.   DEALINGS IN SECURITIES

     3.1.   Mustek Shareholders are hereby advised, in accordance with Regulation 98 of the
            Companies Regulations, that Novus has engaged in dealings in the securities of Mustek as
            set out below.

     3.2.   Details of the dealings: week of 21 August 2026

             Date of transaction:                            19 August 2025

             Nature of transaction:                          Acquisition of Mustek ordinary shares on
                                                             market, outside of the Mandatory Offer

             Class of securities:                            Ordinary shares

             Number of Mustek shares acquired:               1,175

             Price per Mustek share:                         R15.15

             Total value of transaction:                     R17,801.25

             Nature and extent of Novus’ interest in the     Direct and beneficial
             transaction:
       
             Date of transaction:                            20 August 2025

             Nature of transaction:                          Acquisition of Mustek ordinary shares on
                                                             market, outside of the Mandatory Offer

             Class of securities:                            Ordinary shares

             Number of Mustek shares acquired:               354,280

             Price per Mustek share:                         R15.15

             Total value of transaction:                     R5,367,342.00

             Nature and extent of Novus’ interest in the     Direct and beneficial
             transaction:

      3.3.   Prior to the acquisitions, referred to in paragraph 3.2, -

          3.3.1.       Novus held 32,718,567 ordinary shares in Mustek (“Mustek Shares”),
                       constituting 56.86% of the issued shares in Mustek; and

          3.3.2.       Novus, together with its concert parties, held 44,393,086 Mustek Shares,
                       constituting approximately 77.15% of the issued shares in Mustek.

      3.4.   Subsequent to the acquisitions referred to in paragraph 3.2, -

          3.4.1.       Novus now holds 33,074,022 Mustek Shares, constituting 57.48% of the
                       issued shares in Mustek; and

          3.4.2.       Novus, together with its concert parties, now hold 44,748,541 Mustek Shares,
                       constituting approximately 77.77% of the issued share capital in Mustek.

      3.5.   Details of the dealings: week of 28 August 2026

             Date of transaction:                            24 August 2026

             Nature of transaction:                          Acquisition of Mustek ordinary shares on
                                                             market, outside of the Mandatory Offer

             Class of securities:                            Ordinary shares

             Number of Mustek shares acquired:               47,541

             Price per Mustek share:                         R15.15

             Total value of transaction:                     R720,246.15

             Nature and extent of Novus’ interest in the     Direct and beneficial
             transaction:

             Date of transaction:                            25 August 2026
       
             Nature of transaction:                           Acquisition of Mustek ordinary shares on
                                                              market, outside of the Mandatory Offer

             Class of securities:                             Ordinary shares
 
             Number of Mustek shares acquired:                18

             Price per Mustek share:                          R15.15
             
             Total value of transaction:                      R272.70

             Nature and extent of Novus’ interest in the      Direct and beneficial
             transaction:

      3.6.   Prior to the acquisitions referred to in paragraph 3.5, -

            3.6.1.       Novus held 33,074,022 ordinary shares in Mustek (“Mustek Shares”),
                         constituting 57.48% of the issued shares in Mustek; and

            3.6.2.       Novus, together with its concert parties, held 44,748,541 Mustek Shares,
                         constituting approximately 77.77% of the issued shares in Mustek.

      3.7.   Subsequent to the acquisitions referred to in paragraph 3.5, -

            3.7.1.       Novus now holds 33,121,581 Mustek Shares, constituting 57.56% of the
                         issued shares in Mustek; and

            3.7.2.       Novus, together with its concert parties, now hold 44,796,100 Mustek Shares,
                         constituting approximately 77.85% of the issued share capital in Mustek.

      3.8.   Details of the dealings: week of 04 September 2026

             Date of transaction:                             28 August 2026

             Nature of transaction:                           Acquisition of Mustek ordinary shares on
                                                              market, outside of the Mandatory Offer

             Class of securities:                             Ordinary shares

             Number of Mustek shares acquired:                40

             Price per Mustek share:                          R15.15

             Total value of transaction:                      R606.00

             Nature and extent of Novus’ interest in the      Direct and beneficial
             transaction:
 
             Date of transaction:                             31 August 2026

             Nature of transaction:                           Acquisition of Mustek ordinary shares on
                                                              market, outside of the Mandatory Offer

             Class of securities:                             Ordinary shares
             
             Number of Mustek shares acquired:               2,759

             Price per Mustek share:                         R15.15
       
             Total value of transaction:                     R41,798.85

             Nature and extent of Novus’ interest in the     Direct and beneficial
             transaction:

             Date of transaction:                            1 September 2026

             Nature of transaction:                          Acquisition of Mustek ordinary shares on
                                                             market, outside of the Mandatory Offer

             Class of securities:                            Ordinary shares

             Number of Mustek shares acquired:               10,000

             Price per Mustek share:                         R15.15
          
             Total value of transaction:                     R151,500.00

             Nature and extent of Novus’ interest in the     Direct and beneficial
             transaction:

     3.9.    Prior to the acquisitions referred to in paragraph 3.8, -

             3.9.1.       Novus held 33,121,581 Mustek Shares, constituting 57.56% of the issued
                          shares in Mustek; and

             3.9.2.       Novus, together with its concert parties, held 44,796,100 Mustek Shares,
                          constituting approximately 77.85% of the issued share capital in Mustek.

     3.10.   Subsequent to the acquisitions referred to in paragraph 3.8, -

             3.10.1.      Novus now holds 33,134,380 Mustek Shares, constituting 57.58% of the
                          issued shares in Mustek; and

             3.10.2.      Novus, together with its concert parties, now hold 44,808,899 Mustek Shares,
                          constituting approximately 77.87% of the issued share capital in Mustek.

     This announcement is made following the filing of the applicable Form TRP 98 with the Takeover
     Regulation Panel, as required by the Companies Regulations.

4.   NOVUS RESPONSIBILITY STATEMENT

     Novus, to the extent that the information relates directly to Novus:

     4.1.    accepts responsibility for the information contained in this announcement;

     4.2.    confirms that to the best of its knowledge and belief, the information contained in this
       announcement is true and correct; and

4.3.   confirms that this announcement does not omit anything likely to affect the importance of
       the information contained in it.

Cape Town

09 September 2026

Sponsor to Novus
PSG Capital

Legal Advisor to Novus
ENS
Date: 09/09/2026 03:22:00
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