Novus Holdings Limited
(Incorporated in the Republic of South Africa)
JSE share code: NVS
(“Novus Holdings”, “the Company” or “the Group”)
1. INTRODUCTION AND RATIONALE
Shareholders are hereby advised that the directors of Novus Holdings wish to make an Odd-lot
Offer to reduce the substantial and ongoing costs of administration connected with a large number
of Odd-lot Holders, and to provide them with a cost-free method of realising their investment in the
2. TERMS OF THE ODD-LOT OFFER
2.1 Odd-lot Offer Election Criteria
In terms of the Odd-lot Offer, Odd-lot Holders (Shareholders holding less than 100 ordinary
Shares as at the record date of the Odd-lot Offer); may:
- Elect to sell their Odd-lot Holding for the Cash Consideration; or
- Elect to retain their Odd-lot Holding.
Those Odd-lot Holders who do not make an election will automatically be regarded
as having chosen to sell their Odd-lot Holding for the Offer Price
2.2 The Offer Price
The Offer Price comprises a Cash Consideration of R4.0273 per odd-lot share, equivalent
to the volume weighted average price at which Novus Shares traded for the 30 days
preceding the Last Practicable Date, plus a 5% (five percent) premium. Shareholders who
choose the Cash Consideration will receive the product of the Offer Price multiplied by the
number of Novus Shares held by them on the Odd-lot Offer Record Date.
2.3 Odd-lot Offer Record Date
The record date is the close of business on Friday, 7 September 2018. If a Shareholder
holds less than 100 Shares on the record date, such Shareholder is an Odd-lot Offer
Holder, as such, is entitled to take part in the Odd-lot Offer.
3. DISTRIBUTION OF INFORMATION REGARDING THE ODD-LOT OFFER
Novus shareholders are advised that an annexure (“Annexure”) attached to the Notice of Annual
General Meeting, containing all the relevant information relating to the Odd-lot Offer, was distributed
on, Friday, 29 June 2018. The Notice of Annual General Meeting of Novus shareholders
incorporates for the purpose of considering, and, if deemed fit, passing, with or without modification,
the resolutions to effect the Odd-lot Offer.
Unless otherwise indicated, capitalised words and terms contained in this announcement shall
bear the same meanings ascribed thereto in the Annexure.
The Notice of Annual General and attached Annexure will also be available on the Company´s
website at www.novus.holdings from, Friday, 29 June 2018.
4. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to
the Odd-lot Offer.
Record date to receive Notice of Annual General Meeting Friday, 22 June
Integrated Annual Report (together with Notice of Annual General Friday, 29 June
Meeting) distributed to shareholders on
Announcement relating to the issue of the Integrated Annual Report Friday, 29 June
(together with Notice of Annual General Meeting) released on
Last day to trade in order to be eligible to attend and vote at the Monday, 6 August
Annual General Meeting
Record date to determine which Shareholders are entitled to attend Friday, 10 August
and vote at the Annual General Meeting
Last day to lodge forms of proxy for the Annual General Meeting (by Wednesday, 15 August
Annual General Meeting at 10:00 Friday, 17 August
Results of Annual General Meeting released on SENS Friday, 17 August
Odd-lot Offer opens at 09:00 Tuesday, 21 August
Finalisation announcement (including the final Offer Price) released Tuesday, 28 August
on SENS on or before
Finalisation announcement (including the final Offer Price) released Wednesday, 29 August
in the press on or before
Last date to trade in order to participate in the Odd-lot Offer Tuesday, 4 September
Shares trade “ex” the Odd-lot Offer Wednesday, 5 September
Form of Election and Surrender for the Odd-lot Offer (blue) to be Friday, 7 September
received by the Transfer Secretaries by 12:00 on
Odd-lot Offer closes at 12:00 on Friday, 7 September
Record date for the Odd-lot Offer (to determine which Shareholders Friday, 7 September
are entitled to participate in the Odd-lot Offer) at close of business
Implementation of the Odd-lot Offer takes effect on Monday, 10 September
Dematerialised Odd-lot Holders who have accepted the Odd-lot Monday, 10 September
Offer or are deemed to have accepted the Odd-lot Offer will have
their accounts held at their CSDP or broker credited with the Offer
Payments of the Offer Price to Certificated Odd-lot Holders who Monday, 10 September
have accepted the Odd-lot Offer on
Results of the Odd-lot Offer released on SENS on Monday, 10 September
Results of the Odd-lot Offer published in the press on Tuesday, 11 September
Cancellation and termination of listing of Novus Shares Thursday, 13 September
repurchased in terms of the Odd-lot Offer expected on or about
1. The above dates and times are subject to change. Any changes will be published on
2. All times quoted in this table are local times in South Africa.
3. Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or
broker of their election by the cut-off time stipulated by their CSDP or broker. This will be
an earlier date than the closing of the Odd-lot Offer.
4. In the case of Certificated Odd-lot Holders who choose the Cash Consideration, payment
will be made either by:
4.1 electronic funds transfer into the bank accounts of the Odd-lot Holders on or about
Monday, 10 September 2018, if such holders’ banking details have been provided in the
relevant Form of Election and Surrender; or
4.2 by cheque, which will be posted at the risk of the Odd-lot Holders on Monday, 10
September 2018, if such holders’ banking details have not been provided in the
relevant Form of Election and Surrender.
5. Those Odd-lot Holders who do not make an election will automatically be regarded as
having chosen and accepted the Cash Consideration.
6. If the Annual General Meeting is adjourned or postponed, Forms of Proxy submitted for
the initial Annual General Meeting will remain valid in respect of any adjournment or
postponement of the General Meeting unless the contrary is stated on such Forms of
7. Share certificates may not be dematerialised or rematerialised between Wednesday, 5
September 2018 and Friday, 7 September 2018, both days inclusive
5. TAX CONSIDERATIONS
5.1 The Cash Consideration payable to Odd-lot Holders will constitute a “distribution” in
terms of the Companies Act and thus also a “dividend” as defined in section 1 of the
Income Tax Act. The cash Consideration will give rise to a liability for dividends tax in
accordance with the Income Tax Act in the event that any Odd-lot Holder does not qualify
for an exemption from the dividends tax.
5.2 In the event that any Odd-lot Holder does not qualify for an exemption from the dividends
tax, Novus will withhold the relevant portion from the Cash Consideration in relation to a
particular Shareholder in order to make payment of such liability for dividends tax.
4 July 2018
Sponsor: Investec Bank Limited
Date: 04/07/2018 05:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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