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NOVUS HOLDINGS LIMITED - Announcement by Novus in respect of order granted by the High Court of South Africa following the TRP ruling

Release Date: 29/04/2025 12:15
Code(s): NVS     PDF:  
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Announcement by Novus in respect of order granted by the High Court of South Africa following the TRP ruling

 NOVUS HOLDINGS LIMITED
 Incorporated in the Republic of South Africa
 Registration number 2008/011165/06
 JSE share code: NVS
 ISIN: ZAE000202149
 ("Novus" or "Company")

 ANNOUNCEMENT BY NOVUS IN RESPECT OF ORDER GRANTED BY THE HIGH COURT OF SOUTH
 AFRICA FOLLOWING THE TAKEOVER REGULATION PANEL'S ("TRP" or the "PANEL") RULING TO
 WITHDRAW ITS APPROVAL OF NOVUS' FIRM INTENTION ANNOUNCEMENT TO MAKE A
 MANDATORY OFFER TO THE SHAREHOLDERS OF MUSTEK LIMITED FOR SHARES THAT IT DOES
 NOT ALREADY BENEFICIALLY HOLD

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
 INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
 VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

1.   HIGH COURT ORDER

     1.1.     We refer to our SENS announcement dated 28 March 2025 wherein Novus advised that:

              1.1.1.      the TRP had provided a ruling to Novus on 27 March 2025 ("Ruling") in terms of
                          which the TRP had unilaterally withdrawn its approval of its Firm Intention
                          Announcement dated 15 November 2024 on grounds with which Novus strongly
                          disagreed and directed Novus to publish a revised firm intention announcement;
                          and

              1.1.2.      Novus intended to appeal against the Ruling on an urgent basis, on the grounds
                          that it was improper.

     1.2.     The appeal was heard in the High Court on Friday, 25 April 2025.

     1.3.     On 26 April 2025 an Order was granted by the High Court declaring the Ruling unlawful,
              unconstitutional and set aside.

     1.4.     The Order directed Novus to post an offer circular reflecting its FIA and supplementary firm
              intention announcement (dated 6 March 2025) in terms of regulation (102) of the Takeover
              Regulations within 5 days of the date of the Order or such longer period as determined by the
              Panel after consultation with Novus.

     1.5.     The TRP was ordered to pay the cost of the application, including the cost of two counsel.

2.   PUBLISHING OF CIRCULAR

     Novus will be engaging with the Panel to publish its circular to Mustek shareholders as soon as
     possible, as directed by the Order of the High Court.

3.   PANEL'S POSITION

     The Panel stated that it is evaluating the High Court's decision and how it affects its regulatory
     authority. However, it also confirmed that it will take the necessary next steps (to avoid delaying the
     transaction or allegations of contempt of court) while fully reserving the right to reconsider the issue
     once the court shares its reasoning for its decision with the involved parties.

4.   NOVUS RESPONSIBILITY STATEMENT

     Novus, to the extent that the information relates directly to Novus:

     4.1.    accepts responsibility for the information contained in this announcement;

     4.2.    confirms that to the best of its knowledge and belief, the information contained in this
             announcement is true and correct; and

     4.3.    confirms that this announcement does not omit anything likely to affect the importance of the
             information contained in it.


     Cape Town

     29 April 2025

     Sponsor to Novus
     PSG Capital

     Legal Advisor to Novus
     ENS
Date: 29-04-2025 12:15:00
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