Wrap Text
Distribution of Circular and Notice of General Meeting
Novus Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2008/011165/06)
JSE share code: NVS ISIN: ZAE000202149
(“Novus Holdings” or the “Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Shareholders of Novus Holdings (“Shareholders”) are referred to the
announcement released on the Stock Exchange News Service (“SENS”) on 12 August
2022 (“Announcement”) relating to the acquisition of a 75% equity share (“Equity
Stake”) in Pearson South Africa Proprietary Limited (“Pearson SA”).
1.2. Unless expressly defined herein, capitalised terms herein have the meaning given
to them in the Announcement.
1.3. As stated in the Announcement, Novus Print Proprietary Limited (“Novus”), a wholly
owned subsidiary of Novus Holdings, will acquire the Equity Stake from Pearson
Holdings Southern Africa Proprietary Limited ( “Seller”) subject to the fulfilment of
the Conditions Precedent as set out in paragraph 3 below (“Acquisition” or
“Transaction”).
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
2.1. A circular containing the full details of the Acquisition (“Circular”) has today been
distributed to Shareholders that were recorded as such on the shareholders’
register of the Company (“Register”) on Friday, 30 September 2022. The Circular
also incorporates a notice convening a general meeting (“Notice”) of Shareholders
(“General Meeting”).
2.2. Accordingly, notice is hereby given that the General Meeting will be held at 11:00
on Friday, 4 November 2022, at the registered offices of the Company at 10
Freedom Way, Montague Gardens, Cape Town, 7441, to consider, and if deemed
fit, to approve, with or without modification, the resolutions contained in the
Notice.
2.3. The Company will make provision for Shareholders or their proxies who are unable
to attend in person, to participate electronically in and vote at the General Meeting
by way of remote electronic participation, further details of which are set out in the
Circular.
2.4. The Circular is available on the Novus Holdings’ website at: www.novus.holdings
3. CONDITIONS PRECEDENT
3.1. The implementation of the Acquisition is subject to the fulfilment of the following
Conditions Precedent:
3.1.1. the Acquisition (to the extent necessary) has been unconditionally
approved by the Competition Authorities in terms of the Competition Act,
(No. 89 of 1998) as amended or conditionally approved on terms and
conditions which are acceptable to the Seller and Novus;
3.1.2. the receipt of Shareholder approval, by way of the approval of the ordinary
resolution(s) set out in the Notice by the requisite majority of Shareholders
at the General Meeting; and
3.1.3. upon fulfilment of the Conditions Precedent above, no notice has been
received by the Seller from Novus that a Material Adverse Event (“MAE”)
has occurred, setting out the full details of the occurrence of a MAE, as
more fully described in paragraph 5.4.3 of the Circular.
3.2. The Conditions Precedent are not capable of being waived.
3.3. The last of the Conditions Precedent must be fulfilled by not later than 31 March
2023, which date may be extended by the Seller, Novus Holdings and Novus by
mutual written agreement.
4. IMPORTANT DATES AND TIMES
The salient dates in respect of the Transaction are set out below.
2022
Record date to determine which Shareholders are eligible to
receive the Circular on Friday, 30 September
Circular distributed to Shareholders and notice convening the
General Meeting of Shareholders announced on SENS on Thursday, 6 October
Notice of General Meeting published in the press on Friday, 7 October
Last day to trade (“LDT”) in order to be eligible to participate in
and vote at the General Meeting Tuesday, 25 October
Voting Record Date on Friday, 28 October
Receipt of forms of proxy (blue) recommended to be received by
11:00 (see note 2) on Wednesday, 2 November
General Meeting to be held at 11:00 on Friday, 4 November
Results of the General Meeting released on SENS on Friday, 4 November
Results of the General Meeting published in the press on Monday, 7 November
Notes:
1. The above dates and times are subject to amendment. Any such amendment will be released on SENS.
2. Forms of Proxy (blue) and the authority (if any) under which they are signed must be: (i) lodged with
or posted to JSE Investor Services at 13th Floor, Ameshoff Street, Johannesburg, 2001 (PO Box 4844,
Johannesburg, 2000) or via email at meetingservices@jseinvestorservices.co.za, recommended to be
received by them, for administrative purposes, by no later than 11:00 on Wednesday, 2 November
2022.
3. Shareholders should note that, as trade in ordinary shares on the exchange operated by the JSE is
settled in the electronic settlement system used by Strate Proprietary Limited, settlement of trades
takes place three business days after the date of such trades. Therefore, Shareholders who acquire
ordinary shares of Novus Holdings on the JSE after the LDT, being the last day to trade in ordinary
shares so as to be recorded in the Register on the Voting Record Date, will not be entitled to participate
in the General Meeting.
4. Dematerialised Shareholders, other than those with own-name registration, must provide their Central
Securities Depository Participant (“CSDP”) or broker with their instructions for voting at the General
Meeting by the cut-off time and date stipulated by their CSDP or broker in terms of their respective
custody agreements between them and their CSDP or broker.
5. If the General Meeting is adjourned or postponed, the above dates and times will change, but the forms
of proxy (blue) submitted for the initial General Meeting will remain valid in respect of any adjournment
or postponement of the General Meeting.
6. Although the salient dates and times are stated to be subject to change, such statement shall not be
regarded as consent or dispensation for any change to time periods which may be required in terms of
the Companies Act (No 71 of 2008) as amended and the Listings Requirements of the JSE, where
applicable, and any such consents or dispensations must be specifically applied for and granted.
7. All times referred to in this announcement are references to South African Standard Time.
Cape Town
6 October 2022
Corporate Advisor Legal Advisor
Nodus ENS africa
Transaction Sponsor Independent Reporting Accountant
Merchantec Capital PwC
Date: 06-10-2022 05:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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.
Sharenet Sites 
