NOVUS HOLDINGS LIMITED - Odd-lot Offer

Release Date: 04/07/2018 17:38
Code(s): NVS
 
Wrap Text
Odd-lot Offer

Novus Holdings Limited
(Incorporated in the Republic of South Africa)
JSE share code: NVS
ISIN: ZAE000202149
(“Novus Holdings”, “the Company” or “the Group”)


  ODD-LOT OFFER


   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
    Company.

   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.

                                                                                                2018
 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
 SENS 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
 10:00)

 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
 on

 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
 Price on

 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

Notes:
     1.   The above dates and times are subject to change. Any changes will be published on
          SENS.
     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
          Proxy.
     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.




Cape Town
4 July 2018

Sponsor: Investec Bank Limited

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