01 Oct - 6 min read

Joint Announcement of the Firm Intention to Make a Mandatory Offer to Novus Shareholders & Withdrawal of Cautionary

Joint Announcement of the Firm Intention to Make a Mandatory Offer to Novus Shareholders & Withdrawal of Cautionary

NOVUS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/011165/06)
Share code: NVS
ISIN: ZAE000202149
(“Novus”)

A2 INVESTMENT PARTNERS PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2021/530443/07)
("Offeror")


JOINT ANNOUNCEMENT OF THE FIRM INTENTION TO MAKE A MANDATORY OFFER TO NOVUS
SHAREHOLDERS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


1.      INTRODUCTION


        1.1.    Shareholders are referred to the announcement released on the Stock Exchange News
                Service (“SENS”) on 16 July 2021, in terms of which:


                1.1.1.       reference was made to Novus’s annual results for the year ended 31 March 2021,
                             wherein it was advised that the board of directors of Novus (“Novus Board”) had
                             declared a gross Cash Dividend (the “Cash Dividend”) of 50 cents per ordinary
                             Novus share (“Novus Share”); and


                1.1.2.       holders of Novus ordinary shares (“Novus Shareholders”) were informed that
                             they would be entitled to elect to receive a scrip distribution of fully-paid Novus
                             Shares, held as treasury shares by Novus, in proportion to their ordinary
                             shareholding in Novus on the Record Date (“Scrip Distribution Shares” or
                             “Scrip Distribution Alternative”), being Friday, 10 September 2021 (“Record
                             Date”) instead of the Cash Dividend.


        1.2.    Novus Shareholders are further referred to the announcement released on SENS on 27
                August 2021, in terms of which, inter alia, it was announced that the Scrip Dividend Alternative
                had been approved by Novus Shareholders.


        1.3.    On 13 September 2021 the Novus Shareholders received the Cash Dividend or Scrip
                Distribution Shares (the “Distribution”) as per their election. As a result of not all Novus
                Shareholders electing to receive the Scrip Distribution Shares:


                1.3.1.       the Offeror’s shareholding in Novus increased from 50 814 011 Novus Shares,
                             being 17.64% of the issued share capital of Novus excluding treasury shares
-


                         (“Issued Share Capital”) to 60 427 312 Novus Shares, being 18.92% of the
                         Issued Share Capital; and


            1.3.2.       the Offeror controls the voting rights in respect of 59 466 309 Novus Shares,
                         being 18.62% of the Issued Share Capital, which Novus Shares the Offeror
                         manages on behalf of an associate,


            resulting in the Offeror holding and/or controlling the voting rights in respect of 119 893 621
            Novus Shares, being 37.55% of the Issued Share Capital.


2.   INFORMATION ABOUT THE OFFEROR


     The Offeror is an investment company operating in the South African market.


3.   MANDATORY OFFER


     3.1.   Following the Distribution, the Offeror holds and/or controls the voting rights in respect of
            Novus Shares exceeding of 35% of the Issued Share Capital. Consequently, a mandatory
            offer has been triggered as described in section 123 of the Companies Act, (No. 71 of 2008)
            as amended (“Companies Act”) by the Offeror.


     3.2.   In terms of regulation 111(2) of the Takeover Regulations, 2011 promulgated under the
            Companies Act (“Takeover Regulations”), if an offer is made and the offeror or its concert
            parties has acquired relevant securities in the offeree regulated company within the 6 months
            period before the commencement of the offer period, the consideration paid, per security, to
            the minorities of the same class must be identical to, or where appropriate, similar to the
            highest consideration paid, excluding commission, tax and duty, for those acquisitions.


     3.3.   Whilst the highest price at which the Offeror acquired Novus Shares within the six month
            period before the commencement of the offer period was 285c, given that Novus paid the
            Cash Dividend of 50c, the Takeover Regulation Panel, in terms of Regulation 111(3) read with
            Regulation 118(4), have exempted the Offeror from compliance with Regulation 111(2)
            relating to the affected transaction that would be triggered under Section 117(1)(c)(vi) read
            with Section 123 as defined in the Takeover Provisions of the Companies Act. Consequently,
            the offer consideration per Novus Share will be of 235c, to factor in the Cash Dividend paid
            (i.e. 285c less 50c).
-


4.   TERMS OF THE OFFER


     The material terms of the offer to be made by the Offeror to all Novus Shareholders excluding the
     Offeror and its associates (the "Offer”) are as follows:


     4.1.    Offer consideration


             The Offeror will extend a cash offer, as required in terms of section 123(4) of the Companies
             Act, to Novus Shareholders other than the Offeror (and its associates) to acquire all or part of
             such Novus Shareholders’ Novus Shares at an offer price of 235c per Novus Share (the “Offer
             Consideration”).


     4.2.    Conditions precedent to the Offer


             4.2.1.       The implementation of the Offer is subject to the fulfilment (or waiver (to the extent
                          legally permissible) by the Offeror by notice to Novus) of the following conditions
                          precedent (“Conditions Precedent”):


                          4.2.1.1.     obtaining all regulatory approvals, consents or waivers from those
                                       regulatory authorities as may be required to implement the
                                       mandatory offer, including:


                                       4.2.1.1.1.       the Takeover Regulation Panel having issued a
                                                        compliance certificate in respect of the mandatory
                                                        offer in terms of section 119(4)(b) of the Companies
                                                        Act; and


                                       4.2.1.1.2.       the competition authorities granting the approval for
                                                        the Offeror to acquire control of Novus pursuant to
                                                        the implementation of the Offer or otherwise, either
                                                        unconditionally or with conditions acceptable to the
                                                        Offeror.


     4.3.    Appointment of an independent board and an independent expert to advise on the fairness
             and reasonableness of the Offer


             As required in terms of the Companies Act and the Takeover Regulations, Novus has
             constituted an independent board, comprising of Phumla Mnganga, Abduraghman Mayman,
             and Lulama Mtanga (the "Independent Board"). The Independent Board has appointed BDO
             Corporate Finance Proprietary Limited as the independent expert, as required in terms of
             Regulation 110 of the Takeover Regulations, to provide the Independent Board with external
             advice regarding the Offer and to make appropriate recommendations to the Independent
-


             Board for the benefit of Novus Shareholders. The substance of the external advice and the
             views of the Independent Board will be detailed in the Joint Circular referred to below.


5.   IRREVOCABLE UNDERTAKINGS


     No Novus Shareholder has given any undertaking in respect of accepting or rejecting the Offer.


6.   BANK GUARANTEE


     In accordance with Regulations 111(4) and 111(5) of the Takeover Regulations, the Takeover
     Regulation Panel has been furnished with and approved an irrevocable, unconditional guarantee
     issued by the Standard Bank of South Africa Limited in favour of the Novus Shareholders in respect
     of the Offer for the sole purpose of the Offeror fully satisfying the Offer Consideration.


7.   OFFEROR RESPONSIBILITY STATEMENT


     The Offeror:


     7.1.    accepts responsibility for the information contained in this announcement as it relates to the
             Offeror;


     7.2.    confirms that to the best of their respective knowledge and belief, the information contained
             herein is true and correct; and


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


8.   INDEPENDENT BOARD RESPONSIBILITY STATEMENT


     The Independent Board:


     8.1.    accepts responsibility for the information contained in this announcement as it relates to
             Novus;


     8.2.    confirms that to the best of their respective knowledge and belief, the information contained
             herein is true and correct; and


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


9.   COMBINED CIRCULAR DISTRIBUTION DATE


     A combined offer circular to Novus Shareholders containing full details in respect of the Offer and
     incorporating the Independent Board’s view of the Offer and the Offer Consideration (“Joint Circular”)
     is in the process of being prepared. In accordance with Regulation 102(2) of the Takeover Regulations,


     the Joint Circular will be distributed to Novus Shareholders within 20 (twenty) business days of the
     date of this announcement.


     Shareholders will be advised of the distribution of the Joint Circular and the opening date of the Offer
     by means of a SENS announcement.


     In accordance with Regulation 102(4) to the Companies Act the Offer will remain open for acceptance
     for at least 30 business days after the opening date of the Offer, which will occur on the day after the
     date on which the conditions precedent have been fulfilled or as soon as reasonably possible
     thereafter.


10.  WITHDRAWAL OF CAUTIONARY


     Novus Shareholders are referred to the cautionary announcement dated 13 September 2021, and are
     advised that, further to the information set out in this announcement, caution is no longer required to be
     exercised when dealing in the Company’s securities.



Cape Town
01 October 2021


Sponsor to Novus
Merchantec Capital


Legal Advisor to Novus
Van der Spuy & Partners


Legal Advisor to the Offeror
ENSafrica

Date: 01-10-2021 04:00:00
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