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Termination of Printing Agreements and Changes to the Board of Directors
Novus Holdings Limited
(Incorporated in the Republic of South Africa)
JSE share code: NVS
ISIN: ZAE000202149
Registration number: 2008/011165/06
(“Novus Holdings”)
TERMINATION OF PRINTING AGREEMENTS AND CHANGES TO THE BOARD OF DIRECTORS
Shareholders are referred to Novus Holdings' announcements on the Stock Exchange News
Service on 3 August 2017, 6 September 2017, and 27 September 2017 in relation to the
unbundling by way of a distribution in specie of 151,786,287 Novus Holdings ordinary shares
(i) by Media24 Proprietary Limited ("Media24") to Naspers Limited ("Naspers"), and,
subsequently, by Naspers to its “A” and “N” shareholders ("Unbundling"). The Unbundling
was implemented in compliance with the order of the South African Competition Tribunal in
the matter between Media24 and Novus Holdings (LM012Apr16) ("Order").
The Order provides, among other things, that notwithstanding anything to the contrary
contained in any agreement between Media24 and Novus Holdings, with effect on, and as
from, the Unbundling:
(i) the restated management agreement entered into between Lambert Retief,
Media24 and Novus Holdings on 23 February 2015 ("Restated Management
Agreement") will terminate and, accordingly, the existing printing agreements
entered into between Media24 and the Novus Holdings group ("Printing
Agreements") will be terminable on six months’ written notice by Media24; and
(ii) the current non-independent, non-executive members of the board of directors of
Novus Holdings ("Board") who have been nominated by Media24 will resign.
Termination of the Restated Management Agreement and the Printing Agreements
In accordance with the Order, on 26 September 2017, the Unbundling was implemented and
the Restated Management Agreement terminated. In relation thereto, on
29 September 2017, Media24 gave Novus six months' written notice of the termination of
each of the Printing Agreements. Accordingly, the Printing Agreements will terminate on
31 March 2018.
Novus Holdings intends to enter into discussions relating to new printing arrangements with
Media24. There can be no certainty that discussions will be commenced or that new
printing arrangements will be concluded. Novus Holdings will keep shareholders updated on
developments in this regard, as appropriate.
Resignation of Media24 nominated Directors
In accordance with the Order, Ms. Esmaré Weideman and Ms. Cindy Hess, who were the
non-independent, non-executive members of the Board nominated by Media24, resigned as
directors of Novus Holdings on 29 September 2017. Accordingly, the Board comprises Mr.
Neil Birch (executive chairman), Mr. Jan Potgieter (independent non-executive director and
lead independent director), Mr. Keith Vroon (chief executive officer), Mr. Edrich Fivaz (chief
financial officer), Mr. Bernard Olivier (independent non-executive director), Mr. Christoff
Botha (independent non-executive director), Ms. Gugulethu Dingaan (independent non-
executive director), Ms. Lulama Mtanga (independent non-executive director) and Mr.
Sandile Zungu (independent non-executive director). The Board is constituted in compliance
with applicable law and regulation.
The Board would like to thank Ms. Weideman and Ms. Hess for their meaningful
contributions to the Novus Holdings group during their tenure.
Cape Town
3 October 2017
Sponsor: Investec Bank Limited
Date: 03/10/2017 08:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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