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Distribution of combined offer circular
NOVUS HOLDINGS LIMITED MUSTEK LIMITED
(Incorporated in the Republic of South Africa) Incorporated in the Republic of South Africa
(Registration number: 2008/011165/06) (Registration number: 1987/070161/06)
JSE share code: NVS Share Code: MST
ISIN: ZAE000202149 ISIN: ZAE000012373
("Novus") ("Mustek")
DISTRIBUTION OF COMBINED OFFER CIRCULAR
1. INTRODUCTION
Shareholders of Mustek are referred to 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").
The combined offer circular ("Circular") detailing, inter alia, the terms and mechanics of the Mandatory
Offer is being distributed to Shareholders today, Friday, 30 May 2025.
All capitalised terms used but not defined in this announcement shall bear the meanings ascribed to them
in the Circular.
2. DISTRIBUTION OF CIRCULAR
As indicated above, the Circular is being distributed to Shareholders today. The Circular incorporates the
full details in respect of the Mandatory Offer and incorporating the Mustek Independent Board's ("Mustek
IB") view in respect of the Mandatory Offer, together with the fair and reasonable opinion prepared by the
Independent Expert.
The Circular is available in English only. Copies may be obtained during normal business hours from the
registered offices of Novus and Mustek, from Friday, 30 May 2025 until Friday, 15 August 2025 (both
days inclusive). A copy of the Circular will also be available on Novus' website at
https://novus.holdings/investor-centre/ and Mustek's website at https://mustek.co.za/investor/.
3. SALIENT DATES AND TIMES
The important dates and times in relation to the Mandatory Offer are set out in the table below. Words
and expressions in the table below and the notes thereto shall have the same meanings as assigned to
them in the Circular:
2025
Circular distributed to Mustek Shareholders Friday, 30 May
Opening Date of the Offer (09h00) Friday, 30 May
Finalisation date announcement (including the timetable in Friday, 1 August
respect of the Offer and the Closing Date) published on
SENS
Finalisation date announcement published in the press Monday, 4 August
Last Day to Trade for Mustek Shareholders wishing to accept Tuesday 12 August
the Offer
Shares trade "ex" the Offer Wednesday, 13 August
Closing Date of Offer at 12:00 on Friday, 15 August
Record Date Friday, 15 August
Results of Offer to be announced on SENS Monday, 18 August
Last day of the Payment Period Monday, 18 August
Notes:
• Any change to the above dates and times will be agreed upon by the Offeror and Mustek, approved
by the JSE and the TRP (as required), and announced on SENS and, if required, published in the
South African press.
• No Dematerialisation or rematerialisation of Mustek Shares will take place between the trading ex-
date and the Record Date (both days inclusive).
• All times referred to in this Circular are references to South African Standard Time.
4. UPDATE ON SUSPENSIVE CONDITIONS
Shareholders are further advised that Novus has obtained approval from the SARB for the implementation
of the Mandatory Offer. All other suspensive conditions have been fulfilled. Accordingly, a finalisation
announcement will be released once the final compliance certificate has been obtained from the TRP.
5. NOVUS RESPONSIBILITY STATEMENT
Novus, to the extent that the information relates directly to Novus:
5.1. accepts responsibility for the information contained in this announcement;
5.2. confirms that to the best of its knowledge and belief, the information contained in this announcement
is true and correct; and
5.3. confirms that this announcement does not omit anything likely to affect the importance of the
information contained in it.
6. MUSTEK IB RESPONSIBILITY STATEMENT
The Mustek IB accepts responsibility for the information contained in this announcement as it relates to
Mustek. To the best of the Mustek IB's knowledge and belief, the information contained in this
announcement is true and nothing has been omitted which is likely to affect the importance of the
information.
7. TRP DISCLAIMER
Shareholders are advised to refer to the TRP disclaimer included on page 7 of the Circular, as well as
to the content of paragraph 33 of the Circular.
30 May 2025
Sponsor to Novus
PSG Capital
Sponsor to Mustek
Deloitte & Touche Sponsor Services Proprietary
Legal Advisor to Novus
ENS
Legal Advisor to Mustek
Webber Wentzel
Independent Reporting Accountant
BDO South Africa Incorporated
Independent Expert to Mustek
Valeo Capital Proprietary Limited
Date: 30-05-2025 09:00:00
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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