Novus Holdings Limited (JSE:NVS) News - Voluntary Announcement in Respect of the Mandatory Offer Results as at 31 December 2021

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")


VOLUNTARY ANNOUNCEMENT IN RESPECT OF THE MANDATORY OFFER RESULTS AS AT 31
DECEMBER 2021


1.      Shareholders are referred to the joint announcement published on the Stock Exchange News Service
        ("SENS") on Friday, 26 November 2021, in terms of which it was announced that a combined circular
        (“Combined Circular”) was distributed to Novus Shareholders on Friday, 26 November 2021 in respect
        a mandatory offer by the Offeror, in terms of section 123 of the Companies Act, to acquire all of the Novus
        Shares not already held by the Offeror, or its associates (“Mandatory Offer”), for an Offer Consideration
        of 235 ZAR cents per Novus Share.

2.      Novus Shareholders are also referred to the joint SENS announcement published on Wednesday, 29
        December 2021 in which Novus Shareholders were, amongst other things, advised that the Takeover
        Regulation Panel issued a compliance certificate in respect of the Mandatory Offer in terms of section
        119(4)(b) of the Companies Act.

3.      As previously advised, the Combined Circular is available on Novus' website at https://novus.holdings/wp-
        content/uploads/2021/11/Novus-Holdings-Mandatory-Offer-Circular_Final.pdf

4.      Capitalised terms used but not defined herein shall have the meaning ascribed thereto in the Combined
        Circular unless the context indicates otherwise.

5.      MANDATORY OFFER RESULTS AS AT 31 DECEMBER 2021

        As at 31 December 2021, 42,390,376 Novus shares have been tendered to the Offeror in terms of the
        Mandatory Offer. As a result, the Offeror and its associates have increased their shareholding in Novus
        from 37.55% to 50.82% (net of treasury shares).

6.      DATES AND TIMES

Shareholders are advised that the final results of the Mandatory Offer will be announced on SENS on Monday,
24 January 2022, in accordance with the timetable below.

                                                                                                          2022
Last Day to Trade for Novus Shareholders wishing to accept the Offer                       Tuesday, 18 January
Shares trade “ex” the Offer                                                              Wednesday, 19 January
Closing Date of Offer at 12:00 on                                                           Friday, 21 January
Record Date                                                                                 Friday, 21 January
Last Payment Date                                                                           Monday, 24 January
Results of Offer to be announced on SENS                                                    Monday, 24 January

Notes:

         1. No Dematerialisation or rematerialisation of Novus Shares will take place between the trading ex-
            date and the Record Date (both days inclusive).

         2. Offerees should note that acceptance of the Offer is irrevocable.

         3. All times referred to in this announcement are references to South African Standard Time.

7.       PAYMENT IN RESPECT OF ACCEPTANCES

         7.1.       Certificated Shareholders who accept the Offer will be paid within 6 Business Days of the date
                    on which such Certificated Shareholders forward both: (a) the Form of Acceptance, Transfer and
                    Surrender (pink); and (b) the Documents of Title, to the Transfer Secretaries; and

         7.2.       Dematerialised Shareholders who accept the Offer, will be paid within 6 Business Days after the
                    date on which the CSDP or Broker of such Dematerialised Shareholder notifies the Transfer
                    Secretaries of their acceptance of the Offer,

         with the last payment date occurring on Monday, 24 January 2022.

8.       OFFEROR RESPONSIBILITY STATEMENT

         The Offeror accepts responsibility for the information contained in this announcement as it relates to the
         Offeror and certifies that, to the best of its knowledge and belief, the information contained herein is true
         and correct and confirms that this announcement does not omit anything that is likely to affect the
         importance of the information contained in it.

9.       INDEPENDENT BOARD RESPONSIBILITY STATEMENT

         The Independent Board accepts responsibility for the information contained in this announcement as it
         relates to Novus and confirms that to the best of their respective knowledge and belief, the information
         contained herein is true and correct and confirms that this announcement does not omit anything likely to
         affect the importance of the information contained in it.


Cape Town
5 January 2022

Sponsor to Novus
Merchantec Capital

Legal Advisor to Novus
Van der Spuy & Partners

Legal Advisor to the Offeror
ENSafrica

Date: 05-01-2022 01:25:00
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