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

Novus Holdings Limited
Full analysis

What this filing means

Novus has crept its direct Mustek stake up to 57.58% and, with concert parties, to approximately 77.87%, buying small parcels on market at R15.15 per share. The more consequential fact is that the R15.41 per share offer uplift remains conditional on the Takeover Special Committee confirming the Settlement Agreement as an order — and as at this announcement, that confirmation has not happened. The filing is a regulatory disclosure of incremental share purchases, not a new economic event.

Novus is slowly buying more Mustek shares on the open market, and it has now crossed 57% ownership on its own. But the bigger promise — paying R15.41 per share to everyone who tenders — is still waiting on a regulator to sign off on a settlement. Until that happens, the higher price is a commitment, not a done deal.

Bull case

  • Novus direct stake in Mustek rose to 57.58%, with concert parties at ~77.87%, progressing the creeping acquisition toward majority control.
  • Novus is committed to paying R15.41 per Mustek Share for all tendered shares, establishing a transparent firm value benchmark for the Mandatory Offer.
  • The 26 May 2026 Settlement Agreement between Novus and the TRP is structured to resolve the TSC Appeal, materially de-risking the regulatory path of the Mandatory Offer.

Bear case

  • The R15.41 per share offer uplift is conditional on TSC confirmation of the Settlement Agreement, which has not occurred as at this announcement.
  • Novus's Mustek takeover has been the subject of a TRP Investigation since August 2025, indicating sustained regulatory scrutiny of the deal's conduct.
  • The highest price paid by Novus and its Concert Parties is R15.25 per Mustek share, below the R15.41 it is committed to pay under the Mandatory Offer.
  • No timetable for TSC confirmation of the Settlement Agreement is provided, leaving the timing of the price uplift unresolved.
  • The funding source for the Mandatory Offer is not restated in this announcement, despite the significant cash commitment involved.
View original SENS announcement

AI-generated summary by SENS-AI, based on the original JSE SENS filing.

SENS-AI conclusion

This is a regulatory disclosure of incremental share purchases, not a fresh economic signal. The stake creep is real but small — a few hundred thousand shares at R15.15 — and the market had not moved into the print (a 20-day move of roughly +0.1%). The unresolved item is the TSC confirmation of the Settlement Agreement, which is the gate for the R15.41 offer uplift. So what: the direction of travel is unchanged, but the market still needs the TSC to confirm the settlement before the higher offer price becomes binding.

The next disclosure that matters is the TSC's confirmation of the Settlement Agreement as an order, which would activate the R15.41 offer price.

Evidence from the filing

  • Novus direct stake in Mustek rose to 57.58%, with concert parties at ~77.87%, progressing the creeping acquisition toward majority control.

    “Novus now holds 33,134,380 Mustek Shares, constituting 57.58% of the issued shares in Mustek; and Novus, together with its concert parties, now hold 44,808,899 Mustek Shares, constituting approximately 77.87% of the issued share capital in Mustek”

  • Novus is committed to paying R15.41 per Mustek Share for all tendered shares, establishing a transparent firm value benchmark for the Mandatory Offer.

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

  • The 26 May 2026 Settlement Agreement between Novus and the TRP is structured to resolve the TSC Appeal, materially de-risking the regulatory path of the Mandatory Offer.

    “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”

  • The R15.41 per share offer uplift is conditional on TSC confirmation of the Settlement Agreement, which has not occurred as at this announcement.

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

  • Novus's Mustek takeover has been the subject of a TRP Investigation since August 2025, indicating sustained regulatory scrutiny of the deal's conduct.

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

  • The highest price paid by Novus and its Concert Parties is R15.25 per Mustek share, below the R15.41 it is committed to pay under the Mandatory Offer.

    “Further, as at the date of this announcement, the highest price paid by Novus and its Concert Parties per Mustek Share is R15.25”
Category
Acquisition
Event posture
No Edge
Published
Sep 9, 2026

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