Novus Holdings Limited (JSE:NVS) News - Finalisation Announcement and Reminder of Dates and Times in Respect of the Mandatory Offer

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")


FINALISATION ANNOUNCEMENT AND REMINDER OF DATES AND TIMES IN RESPECT OF THE MANDATORY OFFER


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.      Shareholders are also referred to the SENS announcement published on 30 November 2021 in which
        shareholders were, amongst other things, advised that the Competition Commission had granted
        approval for the Offeror to acquire control of Novus pursuant to the implementation of the Mandatory Offer
        or otherwise.

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.      ISSUE OF TRP COMPLIANCE CERTIFICATE AND UNCONDITIONALITY

        5.1.    Novus Shareholders are hereby advised that:

                5.1.1.       On Friday, 26 November 2021 the Competition Authorities, approved, with
                             conditions (“Conditions”), the Offeror acquiring control of Novus pursuant to the
                             implementation of the Mandatory Offer or otherwise, earlier than anticipated. The
                             Conditions are acceptable to the Offeror and Novus.

         5.2.       The Offeror is pleased to announce that [today], 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.


         5.3.       Accordingly, Novus Shareholders are hereby advised that the Mandatory Offer is unconditional
                    and accordingly, there are no changes to the dates and times published in the announcement on
                    SENS on 30 November 2021.

6.       DATES AND TIMES


Shareholders are reminded of the following dates and times in respect of the Mandatory Offer:

                                                                                                         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
Results of Offer to be announced on SENS                                                   Monday, 24 January
Last Payment Date                                                                          Monday, 24 January



Notes:

         1. Although the above dates and times are subject to change, any changes will be agreed upon by the
            Offeror and Novus, approved by the JSE and the TRP (as required), announced on SENS and, if
            required, published in the South African press.

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

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

         4. 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
     29 December 2021

     Sponsor to Novus
     Merchantec Capital

     Legal Advisor to Novus
     Van der Spuy & Partners

     Legal Advisor to the Offeror
     ENSafrica

Date: 29-12-2021 09:44:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.