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Results of the Cash Dividend & Scrip Distribution; Updated Cash Payment, Directors' Dealings & Cautionary
Novus Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2008/011165/06)
JSE share code: NVS ISIN: ZAE000202149
(“Novus” or “the Company”)
RESULTS OF THE CASH DIVIDEND AND THE SCRIP DISTRIBUTION ALTERNATIVE; UPDATED
CASH PAYMENT APPLICABLE TO THE SCRIP DISTRIBUTION; DIRECTORS’ DEALINGS AND
CAUTIONARY ANNOUNCEMENT
1. Results of the Cash Dividend and Scrip Dividend Alternative
Shareholders of the Company are referred to the announcements released on SENS on Friday, 16 July
2021 and Friday, 27 July 2021 regarding the declaration of a gross cash dividend of 50 ZAR cents per
ordinary Novus share held on the Record Date, being Friday, 10 September 2021 (“Cash Dividend”).
Shareholders were, however, entitled to elect to receive that number of scrip distribution shares
determined in the ratio of 22.72727 scrip distribution shares for every 100 ordinary shares held on
the Record Date, instead of the Cash Dividend (“Scrip Distribution” or “Scrip Distribution
Alternative”).
Shareholders are further referred to the circular relating to the Cash Dividend and Scrip Distribution
Alternative, distributed to shareholders together with the integrated annual report on Friday, 16 July
2021 (“Circular”).
In paragraph 1.3 of the Circular, Shareholders were advised that the number of ordinary shares
available under the Scrip Distribution Alternative would be limited to 31 258 834 shares, and to the
extent that there is an excess election of the Scrip Distribution Alternative, shareholders would
receive only a pro-rata share of the Scrip Distribution shares in proportion to their shareholding held
in Novus, with the balance of the dividend still to be partly settled in terms of the Cash Dividend
(“Limitation”).
The Scrip Distribution was oversubscribed and accordingly the Limitation applies.
Shareholders recorded in the register of the Company at the close of business on the Record Date
holding 121 235 396 ordinary shares did not elect to receive the Scrip Distribution Alternative and
Shareholders not receiving their full Scrip Distribution Alternative due to the Limitation, will therefore
receive the gross Cash Dividend of 50 ZAR cents per Novus ordinary share, (40 ZAR cents per Novus
ordinary share, net of applicable Dividend Withholding Tax) resulting in a total gross Cash Dividend of
R 75 263 019.62, which was paid out of the Company’s distributable retained profits.
In terms of the Scrip Distribution Alternative, and due to the Limitation being breached, 31 258 089
ordinary shares were issued today (by way of the issue of treasury shares) to shareholders, who
elected to receive the Scrip Distribution shares in respect of all or part of their shareholding, resulting
in a capitalisation of the distributable retained profits of the Company of R 68 767 795.80.
The Company’s issued share capital, following the Scrip Distribution, is as follows:
Authorised share capital 3 000 000 000 ordinary shares of no par value
Issued share capital 346 656 348 ordinary shares of no par value
Share held in treasury 27 337 342 treasury shares
In addition to the Cash Dividend payment today, share certificates will be dispatched to certificated
shareholders and CSDP/broker accounts of dematerialised shareholders will be credited.
2. UPDATED CASH PAYMENT APPLICABLE TO THE SCRIP DISTRIBUTION
Shareholders are referred to the announcement released on SENS on Wednesday, 8 September 2021
wherein the fractional entitlement example was provided (and using terms defined therein unless
otherwise stated) and are advised that due to the Limitation being reached, the fractional entitlement
should be calculated in accordance with the updated formula below, to determine the number of
Scrip Distribution shares received, and the applicable cash payment after the Rounding Provision.
Maximum number of shares available for the Scrip Distribution Alternative: 31 258 834
Excess elections received in respect of the Scrip Distribution Alternative: 37 552 047
Adjustment factor: 31 258 834/37 552 047 = 0.8324
Ratio prior to Limitation: 22.72727 Scrip Distribution shares for every 100 Shares held on the Record
Date
New ratio after Limitation has been breached: 18.9184 Scrip Distribution shares for every 100 Shares
held on the Record Date
Example:
This example assumes that a shareholder holds 100 Shares at the close of business on the Record
Date and elects to receive the Scrip Distribution Alternative in respect of all their shareholding.
The ratio of Shares to which a shareholder will become entitled pursuant to the Scrip Distribution is
22.72727 Scrip Distribution shares for every 100 Shares held on the Record Date.
22.72727 x 0.8324 = 18.9184 is the number of shares that the shareholder is entitled to taking into
account the Adjustment Factor.
By applying the Rounding Provision, a shareholder with 100 Shares will receive 18 Shares for every
100 Shares held and a cash payment for the fraction of 0.9184 x 218.6734 ZAR cents = 2.0082 ZAR
cents.
3. DIRECTORS’ DEALINGS
In terms of paragraph 3.63 to 3.74 (both inclusive) of the Listings Requirements of the JSE Limited,
the Company hereby provides the following information regarding the dealing in securities by an
associate of directors’ of the Company who, in lieu of the Cash Dividend of 50 ZAR cents per ordinary
Novus share, elected to receive 18.9184 Scrip Distribution shares per 100 ordinary shares held on the
Record Date.
Names of directors: A van der Veen and A Zetler
Company: Novus Holdings Limited
Name of associate: A2 Investment Partners
Relationship of director to associate: The directors are shareholders and
indirect interest holders of the associate
Class of securities: Ordinary shares
Nature of transaction: Off market Scrip Distribution election
Extent of directors’ interests: Indirect beneficial
Date of transaction: 10 September 2021
Number of securities: 19 073 621
Deemed issue price per security: 220 cents
Total value: R41 961 966.20
4. CAUTIONARY ANNOUNCEMENT
Shareholders are advised that, following the scrip election made by shareholders, there has been an
increase in the shareholdings of A2 Investment Partners, and it’s associates, that they now hold in
excess of 35% of the votable securities of the Company. This has resulted in a mandatory offer in
terms of section 123 of the Companies Act (No. 71 of 2008) as amended, and may have an effect on
the price of the Company’s securities. Further information will be provided in due course.
Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities,
until the further announcement is made.
5. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The independent board of Novus accepts responsibility for the information contained in this
announcement and certifies that, to the best of its 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.
Cape Town
13 September 2021
Sponsor
Merchantec Capital
Date: 13-09-2021 05:11:00
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