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Panel Statement of 30 December 2025
THE TAKEOVER REGULATION PANEL: STATEMENT OF THE TAKEOVER REGULATION
PANEL ON NOVUS HOLDINGS LIMITED, NUMUS CAPITAL PROPRIETARY LIMITED AND
MUSTEK LIMITED
1. Introduction
1.1. On 24 December 2025, the Takeover Regulation Panel (the "Panel") issued a
ruling (the "Ruling") in relation to the mandatory offer for Mustek Limited ("Mustek")
announced by Novus Holdings Limited ("Novus") on 15 November 2024.
1.2. The Ruling concludes an investigation initiated following complaints lodged in June
2025 regarding potential undisclosed concert party relationships in connection with
the Novus mandatory offer. The Panel appointed an inspector under section 169
(read with section 209) of the Companies Act, No. 71 of 2008 (the "Act"), who
reported findings under section 170(1).
1.3. During the investigation, certain respondents asserted that information provided to
the Panel was confidential. The Panel considered these claims in accordance with
section 212 of the Act and addressed them in the Ruling.
1.4. The Panel has determined, in terms of section 212(3), that the information in the
Ruling is not confidential. The claims did not satisfy the requirements of section
212(2), which requires a written statement explaining why information is
confidential.
1.5. Notwithstanding this determination, and in recognition of the statutory architecture
of sections 212(6) and 212(7)—which afford parties claiming confidentiality an
opportunity to seek court protection before publication of reasons—the Panel has
deferred publication of the full Ruling pending the conclusion of the relevant
statutory periods.
1.6. The Panel has further had regard to the respondents' indication, following delivery
of the Ruling, that they intend to seek a hearing before the Takeover Special
Committee (the "TSC") in terms of Regulation 118(8) of the Companies
Regulations, 2011 (the "Regulations"). This merits review is a separate process
from any confidentiality dispute.
1.7. The Panel has determined that the public interest in market integrity and
shareholder protection requires the immediate publication of this statement, which
summarises the Panel's determinations, findings, and orders.
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1.8. The full Ruling will be published on the Panel's website, Mustek's website, and via
SENS at such time as the Panel considers appropriate, having regard to:
1.8.1. the conclusion of the statutory periods prescribed in sections 212(6) and
212(7);
1.8.2. the conclusion of any TSC proceedings; and
1.8.3. the interests of market transparency.
1.9. For the avoidance of doubt, the regulatory orders contained in the Ruling take
immediate effect, as set out in paragraph 4 below. The deferral of publication
applies only to the release of the full text of the Ruling; it does not suspend the
operation of the orders.
2. Background
2.1. On 15 November 2024, Novus announced a mandatory offer for Mustek at R13.00
per share, triggered by Novus having acquired beneficial interests in securities
such that it held more than 35% of the issued shares of Mustek.
2.2. Complaints were lodged with the Panel in June 2025 alleging that Numus, a
licensed financial services provider operating as a broker and hedge fund
manager, had acted in concert with Novus in relation to the mandatory offer without
disclosure.
2.3. The Panel's investigation examined the relationship between Novus and Numus,
the accumulation of Mustek shares and CFD positions, trading patterns, and the
circumstances surrounding the mandatory offer.
3. The Panel's Findings
Following consideration of the inspector's report and comprehensive representations from
the respondents over a three-month period, including sworn affidavits and supplementary
submissions, the Panel has made the following determinations:
3.1. Concert Party Determination
The Panel has determined that Numus Capital Proprietary Limited acted in concert
with Novus Holdings Limited in relation to the mandatory offer for Mustek, within
the meaning of section 117(1)(b) of the Act.
3.1.1. The Statutory Test
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3.1.1.1. Section 117(1)(b) defines "act in concert" as:
"any action pursuant to an agreement between or among two
or more persons, in terms of which any of them co-operate for
the purpose of entering into or proposing an affected
transaction or offer."
3.1.1.2. The Panel applied a four-element test derived from this
provision:
3.1.1.2.1. action pursuant to an agreement;
3.1.1.2.2. between or among two or more persons;
3.1.1.2.3. in terms of which any of them co-operate; and
3.1.1.2.4. for the purpose of proposing an affected
transaction.
3.1.2. Factual Basis
The concert party determination rests on the following established facts:
3.1.2.1. Mustek-specific mandate
A brokerage mandate specifically concerning Mustek
securities was established between Numus and a Novus
subsidiary in August 2023, approximately 14 months before
the mandatory offer announcement.
3.1.2.2. Structural integration
Novus's strategic controller routinely operated from Numus's
premises at Suite 704, 76 Regent Road, Sea Point, pursuant
to informal arrangements with an entity controlled by that
individual.
3.1.2.3. Anticipatory positioning
The Numus hedge fund commenced accumulating Mustek
shares in April 2024, 44 days before any documented
instruction from Novus, using infrastructure established under
the Mustek-specific mandate.
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3.1.2.4. Price engineering
Trading data evidenced a systematic shift from variable
market pricing to purchasing systematically at R13.01 per
share in the months preceding the offer, one cent above the
eventual offer price of R13.00.
3.1.2.5. Coordination mechanism
All trading instructions originated verbally from Novus's
strategic controller directly to Numus, bypassing the
designated corporate representative specified in the
brokerage mandate. Post-execution confirmations
documented this coordination.
3.1.2.6. Absence of conflict management
Despite the obvious conflict of interest arising from proprietary
trading in the same security being accumulated for a client,
Numus produced no documentation of Chinese wall
procedures, compliance monitoring, or information barrier
protocols.
3.1.3. Evidentiary Basis
The determination rests on contemporaneous documentary evidence
provided by the respondents themselves, including:
3.1.3.1. email correspondence dated 17 July 2024 recording an
agreed strategy between Numus and the prime broker to cap
CFD positions and convert excess holdings to physical
shares, directly contradicting sworn testimony claiming
ignorance of hedging arrangements;
3.1.3.2. a written instruction dated 12 November 2024 from Numus to
the prime broker stating "please also convert all the MST to
stock at cost", demonstrating operational control over
underlying shares irrespective of ISDA documentation;
3.1.3.3. client mandates establishing that Numus's purported
"independent client base" for Mustek trading comprised
private investment vehicles of Novus's own directors; and
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3.1.3.4. internal Novus board documents describing CFD positions as
"shareholding," "23% of the equity," and "funding", proving
contemporaneous understanding that CFDs created
beneficial interests in Mustek securities.
3.1.4. Credibility Findings
3.1.4.1. The Panel found material contradictions between sworn
testimony and objective documentary evidence. In particular:
3.1.4.1.1. A sworn statement that Numus "did not provide
any input on timing, pricing, or stake-building
strategy" was contradicted by email sequences
documenting precise timing, price parameters,
and strategic coordination.
3.1.4.1.2. A sworn statement of ignorance regarding the
mandatory offer was contradicted by the Mustek-
specific mandate established 14 months earlier
and by public statements from Novus's chief
executive confirming strategic intent from initial
engagements.
3.1.4.1.3. A sworn statement of ignorance regarding
hedging arrangements was directly contradicted
by contemporaneous email correspondence
detailing the arrangements.
3.1.4.2. Where objective documentary evidence contradicted sworn
assertions, the Panel preferred the contemporaneous
documentary record.
3.1.5. Interpretive Approach
3.1.5.1. The Panel applied the interpretive framework mandated by
sections 5(1), 7, and 158 of the Act, which require purposive
interpretation to give effect to the Act's objectives of
transparency, market integrity, and shareholder protection.
3.1.5.2. The Panel held that "agreement" in section 117(1)(b)
encompasses tacit understandings inferred from deliberate,
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sustained, and mutually reinforcing patterns of conduct.
Requiring explicit written documentation would defeat the
statutory purpose and enable sophisticated circumvention of
shareholder protection requirements.
3.2. Beneficial Interest Determination
The Panel has determined that Novus held a beneficial interest in the underlying
Mustek securities acquired through contracts for difference ("CFDs"),
notwithstanding the contractual cash-settlement provisions of those instruments.
3.2.1. Statutory Basis
The finding rests on two independent statutory foundations:
3.2.1.1. Section 1 of the Act (Direct Beneficial Interest)
Novus held a beneficial interest "through ownership,
agreement, relationship or otherwise" by virtue of consistent
control over the disposition of the underlying shares. The
evidence established that Novus identified specific
shareholders for solicitation, directed transfers between prime
brokers, and acquired 100% of the hedge shares upon CFD
termination.
3.2.1.2. Section 56(2)(c) of the Act (Deemed Beneficial Interest)
Novus held a deemed beneficial interest through "co-
operation for acquisition" with the prime brokers, as evidenced
by active solicitation at Novus's direction, coordinated
transfers, and simultaneous exit transactions.
3.2.2. Substance Over Form
The Panel held that ISDA documentation describing CFDs as "cash-
settled" does not determine beneficial interest for regulatory purposes.
The statutory inquiry focuses on operational reality. Where evidence
demonstrates consistent control over disposition, that control constitutes
beneficial interest regardless of contractual characterisation.
3.2.3. The Respondents' Own Characterisation
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3.2.3.1. The Panel placed significant weight on the respondents'
context-dependent characterisations:
3.2.3.1.1. In internal board documents seeking strategic
authority, CFD positions were described as
"shares," "shareholding," and "23% of the
equity."
3.2.3.1.2. In defence submissions to the Panel, the same
positions were characterised as "mere
derivatives" creating "no beneficial interest."
3.2.3.2. This context-dependent characterisation, ownership language
internally, derivative language in defence, demonstrates
consciousness of the regulatory significance and proves the
respondents understood CFDs created beneficial interests.
3.3. Section 122 Disclosure Breach
3.3.1. The Panel has determined that Novus breached section 122 of the Act by
failing to disclose its beneficial interests in Mustek securities at the
prescribed thresholds of 5%, 10%, 15%, and 20%.
3.3.2. The CFD structure operated as a vehicle for covert accumulation of
beneficial interest, enabling Novus to build a position exceeding 23%
while avoiding any disclosure. This constitutes a serious breach of the
transparency principles fundamental to Chapter 5 of the Act.
3.4. Rejection of Respondents' Defences
The Panel considered and rejected the following defences:
3.4.1. The "Pure Agency" Defence
3.4.1.1. The respondents contended that Numus acted solely as a
non-discretionary broker executing client instructions.
3.4.1.2. The Panel rejected this defence. Numus's activities
constituted "additional steps" that transformed the relationship
from service provision to collaborative participation, including
anticipatory positioning prior to client instructions, systematic
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price engineering, structural integration, and economic
alignment with transaction success.
3.4.2. The "Independence" Defence
3.4.2.1. The respondents contended that the Numus hedge fund
traded independently.
3.4.2.2. The Panel rejected this defence as commercially irrational. An
independent broker competing with its largest client for shares
in an illiquid stock would be engaging in self-destructive
behaviour. The absence of any commercial rationale for such
competition proves the characterisation is false.
3.4.3. The "Chinese Walls" Defence
3.4.3.1. The respondents contended that effective information barriers
existed.
3.4.3.2. The Panel rejected this defence. No documentation of
Chinese wall procedures or compliance monitoring was
produced. The complete absence of conflict management
documentation establishes that no genuine segregation
existed.
3.4.4. The "Explicit Agreement" Defence
3.4.4.1. The respondents contended that concert party status requires
an explicit written agreement.
3.4.4.2. The Panel rejected this defence. Such an interpretation would
render the statutory scheme ineffective by enabling
sophisticated parties to avoid documentation while
maintaining operational coordination.
3.5. Regulation 111(6) Price Adjustment
The Panel has determined that the mandatory offer consideration must be
increased from R13.00 to R15.41 per share.
3.5.1. The Trigger
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On 28 November 2024, the Numus hedge fund purchased 3,000 Mustek
shares at R15.41 per share, an 18.54% premium to the R13.00 offer price.
This acquisition occurred during the offer period by a party determined to
have been acting in concert with Novus.
3.5.2. The Statutory Mechanism
Regulation 111(6) of the Regulations provides that if the offeror or any
person acting in concert with the offeror acquires securities above the
offer price during the offer period, the offer consideration must be
increased to match the highest price paid.
3.5.3. Retrospective Application
3.5.3.1. The Panel held that concert party status is factual, not
constitutive. The determination declares a pre-existing
relationship; it does not create one. Numus was factually
acting in concert on 28 November 2024 when it acquired
shares at R15.41, regardless of when that status was formally
declared.
3.5.3.2. An interpretation limiting Regulation 111(6) to formally
declared concert parties would reward concealment and
create perverse incentives contradicting the transparency
principles in sections 119(1) and 122 of the Act.
4. Regulatory Orders
In light of the above, the Panel has made the following orders, which take immediate effect:
4.1. Price Adjustment
Novus Holdings Limited is required to increase the offer consideration to R15.41
per share for all Mustek shareholders.
4.2. Announcement
Novus Holdings Limited and Numus Capital Proprietary Limited are required to
announce this determination within 3 business days of receipt of the Ruling.
4.3. Amended Documentation
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All historical disclosure documentation must be amended to reflect Numus's
concert party status and Novus's beneficial interests throughout the accumulation
period.
4.4. Publication
The full Ruling shall be published on the Panel's website, Mustek's website, and
announced via SENS in due course, as set out in paragraph 1.8 above.
5. Shareholder Information
5.1. Shareholders who have not yet accepted the mandatory offer are advised that the
offer consideration is now R15.41 per Mustek share in cash.
5.2. Shareholders who accepted the offer at R13.00 per share are entitled to receive
the additional consideration of R2.41 per share in respect of shares already
tendered.
5.3. Shareholders are advised to consult their CSDP, broker, or professional advisor
regarding the implications of this determination.
6. Appeal Rights
6.1. The Ruling was delivered to the respondents on 24 December 2025. The period
for applying to the Takeover Special Committee for a hearing accordingly runs from
that date.
6.2. Any person affected by the Ruling may apply to the TSC for a hearing within:
6.2.1. 5 business days after receiving the Ruling; or
6.2.2. such longer period as may be allowed by the TSC on good cause shown,
as provided in Regulation 118(8) of the Regulations.
6.3. For the avoidance of doubt, the deferral of public publication of the full Ruling does
not affect the commencement or running of the period prescribed in Regulation
118(8). The respondents have received the Ruling in full.
6.4. The Panel notes that the respondents have indicated their intention to seek a TSC
hearing.
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7. Publication of Full Ruling
The full Ruling will be published on the Panel's website, Mustek's website, and via SENS at
such time as the Panel considers appropriate, having regard to the factors set out in
paragraph 1.8 above.
30 December 2025
Takeover Regulation Panel
Date: 30-12-2025 04:00:00
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