Novus Holdings Limited (JSE:NVS) News - Distribution of Circular and Salient 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")


DISTRIBUTION OF CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE MANDATORY OFFER


1.      Shareholders are referred to the joint firm intention announcement published on the Stock Exchange
        News Service ("SENS") on Friday, 1 October 2021 (the “Firm Intention Announcement”).

2.      Capitalised terms used but not defined herein shall have the meaning ascribed thereto in the Firm
        Intention Announcement unless the context indicates otherwise.

3.      In terms of the Firm Intention Announcement, Shareholders were advised of the Offeror’s intention to
        make a mandatory offer, 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. The circular in respect of the Mandatory Offer was distributed to Novus
        Shareholders today, Friday, 26 November 2021 (“Combined Circular”).

4.      The    Combined     Circular   is   available   on   Novus'   website    at   https://novus.holdings/wp-
        content/uploads/2021/11/Novus-Holdings-Mandatory-Offer-Circular_Final.pdf

5.      OPINION OF THE INDEPENDENT BOARD

        5.1.    The Independent Board had appointed BDO Corporate Finance Proprietary Limited ("BDO") to
                provide its opinion as to whether the terms of the Mandatory Offer are fair and reasonable to
                Novus Shareholders, in accordance with the Takeover Regulations.

        5.2.    BDO has delivered to the Independent Board its opinion that, as at the date of issue of its opinion,
                the Mandatory Offer is unfair but reasonable to Novus Shareholders in the circumstances. This
                opinion is annexed to the Joint Circular.

        5.3.    The Independent Board, having considered the terms of the Mandatory Offer and, inter alia, the
                opinion of BDO, is of the view that the Mandatory Offer is unfair but reasonable to Novus
                Shareholders in relation to current market prices.

6.       SALIENT DATES AND TIMES

The salient dates and times of the Mandatory Offer are set out below, as contained in the Joint Circular. All
capitalised terms in this paragraph 6 have the meanings ascribed to such terms set out in the Combined Circular.

                                                                                                       2021
Posting Record Date                                                                     Friday, 19 November
Circular distributed to Novus Shareholders                                              Friday, 26 November
Opening Date of the Offer (09:00)                                                       Monday, 29 November


                                                                                                       2022
Anticipated date for receipt of approval from the Competition Authority                Thursday, 20 January
Finalisation date announcement (including the timetable in respect of                    Friday, 21 January
the Offer and the Closing Date) published on SENS
Finalisation date announcement published in the press                                    Monday, 24 January
Last Day to Trade for Novus Shareholders wishing to accept the Offer                    Tuesday, 8 February
Shares trade “ex” the Offer                                                           Wednesday, 9 February
Closing Date of Offer at 12:00 on                                                       Friday, 11 February
Record Date                                                                             Friday, 11 February
Results of Offer to be announced on SENS                                                Monday, 14 February
Last Payment Date                                                                       Monday, 14 February


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), and announced on SENS and,
            if required, publication in the South African press.

         2. In the event that the fulfilment of the Conditions Precedent is unduly delayed, the above dates and
            times relating to the crediting and payment of the Offer Consideration will be amended. Such
            amended dates and times will be announced on SENS and, if required, published in the South African
            press.

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

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

         5. All times referred to in this Circular are references to South African Standard Time.

7.   FOREIGN SHAREHOLDERS

     All capitalised terms in this paragraph 7 have the meanings ascribed to such terms set out in the
     Combined Circular.

     The legality of the Offer to non-resident Novus Shareholders who are recorded in the share register of
     Novus as at the Posting Record Date to which the Offer is made ("Offerees") may be affected by the laws
     of any jurisdiction relevant to them. Such Offerees should inform themselves about any applicable legal
     requirements, which they are obliged to observe. It is the responsibility of any such Offeree wishing to
     accept the Offer to satisfy himself/herself as to the full observance of the laws of any relevant jurisdiction
     in connection with the Offer. This Offer does not and will not constitute an offer to purchase, or the
     solicitation of an offer to sell, any Novus Shares in any jurisdiction in which such offer, solicitation or sale
     would be unlawful prior to the registration or qualification under the laws of such jurisdiction. Without
     limiting the generality of the above, the Offer is not being made, directly or indirectly, in or into or by the
     use of mails of, or by any means or instrumentality (including, without limitation, telephonically or
     electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, the
     United States, Australia, Canada, Japan or any other jurisdiction if it is illegal for the Offer to be made or
     accepted in that jurisdiction (a "Restricted Jurisdiction") and the Offer cannot be accepted by any such
     use of mails, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, neither
     copies of this document nor any related documentation are being or may be mailed or otherwise
     distributed or sent in or into or from a Restricted Jurisdiction, and, if received in any Restricted Jurisdiction,
     this document should be treated as being received for information only.

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
     26 November 2021

     Sponsor to Novus
     Merchantec Capital

     Legal Advisor to Novus
     Van der Spuy & Partners

     Legal Advisor to the Offeror
     ENSafrica

Date: 26-11-2021 01:00:00
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