Novus Holdings Limited (JSE:NVS) News - Acquisition of a 75% Equity Share in Pearson South Africa and Withdrawal of Cautionary Announcement

Novus Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2008/011165/06)
JSE share code: NVS    ISIN: ZAE000202149
(“Novus Holdings” or the “Company” or the “Group”)


ACQUISITION OF A 75% EQUITY SHARE IN PEARSON SOUTH AFRICA AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT


1. INTRODUCTION

    1.1. Shareholders of Novus Holdings (“Shareholders”) are referred to the cautionary
         announcement released on the Stock Exchange News Service (“SENS”) on 21 June 2022,
         and the renewal of cautionary announced on SENS on 10 August 2022 (“Cautionaries”)
         regarding a potential acquisition by the Group.

    1.2. Novus Holdings concluded an agreement on 12 August 2022 (“Signature Date”), whereby
         the Company, together with its wholly owned subsidiary, Novus Print Proprietary Limited
         (“Novus”) entered into a sale and purchase agreement (“Agreement”) with Pearson
         Holdings Southern Africa Proprietary Limited (the “Seller”).

    1.3. In terms of the Agreement, and subject to the fulfilment of the conditions precedent as
         set out in paragraph 4 below (“Conditions Precedent”), Novus will acquire the Seller’s
         75% equity share of Pearson South Africa Proprietary Limited (“Pearson SA”), for the
         purchase consideration set out in paragraph 7 below (the “Acquisition” or the
         “Transaction”).

    1.4. The remaining 25% of Pearson SA's share capital is held by black economic empowerment
         ("BEE") partners, being Sphere RB Investments Proprietary Limited (22.5%) and Pearson
         Marang Education Trust (2.5%) which shareholding and BEE arrangements will remain in
         place following the Acquisition.


2. DESCRIPTION OF PEARSON SA

   2.1. Pearson SA provides education solutions from early childhood learning to beyond school.
        Pearson SA provides curriculum-based print materials that support the National
        Curriculum and Assessment Policy Statement (“CAPS”) and includes higher education
        curricula, e-learning content and tools, as well as teacher training and a vast selection of
        supplementary learning material.

   2.2. Pearson SA is home to Maskew Miller Longman and Heinemann, two of the best-known
        names in South African publishing and leaders in the provision of print materials and
        CAPS-approved textbooks. Pearson SA is an innovator in providing learning content and
        teacher training for use in schools, TVET colleges, higher education institutions, and
        home and professional environments.


3. RATIONALE FOR THE ACQUISITION

   3.1. During the past three years, Novus Holdings embarked on a process to reposition and
        restructure the Group following market changes in its traditional print business.

   3.2. The restructure included the liquidation of surplus assets and release of working capital
        in line with operational requirements which resulted in the return of surplus cash to
        Shareholders. Following this repositioning, the core print business remains viable with
        the Company focusing on operational management and return on assets, coupled with
        selective opportunities for investment and growth.

   3.3. The return of surplus capital to Shareholders remains a focus of the board of directors of
        the Company (the “Board”) but this will be evaluated against, the ability to leverage the
        Group’s skills and infrastructure. The Board and management will continue to seek and
        evaluate investment opportunities that deliver returns in excess of its risk adjusted cost
        of capital in order to create value for Shareholders.

   3.4. The opportunity to acquire the majority of the Pearson SA business follows Pearson plc’s
        (the parent company of the Seller) decision to divest the international courseware local
        publishing businesses. Pearson SA, being the owner of extensive education related
        intellectual property, serves all tiers of the education market in South Africa, with a
        primary focus on schools. The Pearson SA textbooks and courseware are active in many
        of the subject matter areas. The business is supported by a sophisticated and
        comprehensive sales and distribution network across South Africa which delivers high
        service levels. The business benefits from long term relationships with education
        departments and content owners/developers, to provide high quality learning materials
        to students.

   3.5. While the paper based textbook business is expected to remain a significant part of the
        education system, Pearson SA have also been pro-active in developing solutions to
        provide digital content to assist its stakeholders and students to participate in the
        migration to digital educational platforms.

   3.6. The Pearson SA textbook publishing business aligns with the core print activities of Novus
        Holdings and will benefit from the distribution, publishing and production network of the
        Novus platform.

   3.7. As part of the Transaction, Novus Holdings will support and join the current BEE partners
        in a well-structured sustainable Broad-Based BEE (“B-BBEE”) structure/partnership.

   3.8. The transfer of control from an international shareholder to Novus, with its established
        infrastructure, ensures that there will be no disruption in the delivery of important
        education materials to schools and learners. It also creates the opportunity for the
        focussed localisation of learning solutions, that will further assist to alleviate some of the
        unique challenges in South Africa’s education system.


4. CONDITIONS PRECEDENT

   4.1. The Transaction constitutes a Category 1 transaction in terms of the Listings
        Requirements of the JSE Limited (“JSE”). Therefore, execution of the Transaction is
        subject to, among other things, Shareholder approval.

    4.2. The implementation of the Acquisition is subject to the fulfilment of the following
         Conditions Precedent:
         4.2.1. the Acquisition (to the extent necessary) has been unconditionally approved by
                the Competition Authorities in terms of the Competition Act, (No. 89 of 1998) as
                amended or conditionally approved on terms and conditions which are
                acceptable to the Seller and Novus; and
         4.2.2. the receipt of Shareholder approval, by way of the approval of the ordinary
                resolution(s) by the requisite majority of Shareholders in general meeting, to be
                convened for such purpose (“General Meeting”).

    4.3. The Conditions Precedent set out in 4.2.1 and 4.2.2 above are not capable of being
         waived.

    4.4. The last of the Conditions Precedent must be fulfilled by not later than 31 March 2023,
         which date may be extended by the parties to the Agreement by mutual agreement.


5. IRREVOCABLE UNDERTAKINGS

   Shareholders holding more than 50% of the issued share capital of the Company have
   provided irrevocable undertakings to vote in favour of the Acquisition.


6. EFFECTIVE DATE

   The effective date of the Acquisition (“Completion Date”) will be five business days following
   the last of the Conditions Precedent being satisfied (“Effective Date”) unless the Conditions
   Precedent are fulfilled in the period commencing on 8 December 2022 and ending on 24
   January 2023, in which case the Effective Date will be 31 January 2023.


7. PURCHASE CONSIDERATION

   7.1. The purchase consideration for the Acquisition (“Purchase Consideration”) is made up as
        follows:
       7.1.1.   a base consideration of ZAR 829,4 million (“Base Consideration”);
       7.1.2.    to the extent that the Acquisition has not been completed by 30 November
                 2022, the profits typically attributable to the Seller from 1 December 2022 until
                 the Completion Date will accrue and be paid to the Seller (“Top Up”) against the
                 retention of such profits within Pearson SA; and
       7.1.3.    interest at a market related interest rate will accrue to a portion of the Base
                 Consideration from 1 October 2022 to 30 November 2022.

   7.2. Notwithstanding the Effective Date of the Transaction, a proportional share of the profits
        earned by Pearson SA between 1 August 2022 and 30 November 2022 will accrue to Novus
        and forms part of the Base Consideration determined above.

   7.3. The construct of the Transaction in relation to the B-BBEE structure ensures that Novus
        will also benefit from additional future cash distributions occasioned by the settlement of
        a notional B-BBEE loan.

   7.4. The Base Consideration and interest (referred to in paragraph 7.1.3 above) will be settled
        in cash on the Completion Date. The Top Up, to the extent that it is required will be settled
        within twenty business days following the Completion Date.

   7.5. The Purchase Consideration will be funded from Novus’ existing cash resources and debt
        facilities. In this regard, a credit approved facility has been obtained.

   7.6. The resultant level of gearing is within prudent senior finance limits of the Group, given
        the cash generating nature of the business to be acquired.


8. FINANCIAL INFORMATION

   8.1. The audited value of the net assets of Pearson SA as at 31 December 2021 was R643
        million. The audited profit attributable to Pearson SA for the year ended 31 December
        2021 was R260 million.

   8.2. The audited annual financial statements for Pearson SA for the year ended 31 December
        2021 were prepared in accordance with International Financial Reporting Standards and
        the South African Companies Act.


9. SIGNIFICANT TERMS OF THE AGREEMENT

   9.1. The suite of transaction agreements contain various reciprocal transitional service and
        support agreements (“TSAs”) to provide for an orderly and cost-effective transfer and
        operational handover. The TSAs provide for an appropriate duration from Completion
        Date, to allow for an orderly handover of services including intellectual property
        management, copyright renewals, IT licences and digital platform handovers. The Pearson
        SA business is materially stand alone and the TSAs purpose are to document and formalise
        an organised handover and integration process to ensure operational continuity and
        efficiency.

   9.2. The Seller has provided certain customary restrictive undertakings in relation to the
        business of Pearson SA during the period between the Signature Date and the Completion
        Date. The Agreement provides customary non-compete and non-solicitation restrictive
        covenants in favour of Novus.

   9.3. The Agreement contains representations and warranties by the Seller in favour of Novus
        which are standard for a transaction of this nature. The warranties are subject to
        customary financial, diligence and other limitations. Novus has also given customary
        warranties in favour of the Seller. The Transaction agreements include customary and
        typical tax warranties in respect of pre-completion tax liabilities, which are subject to
        typical exemptions and financial thresholds.


10. CATEGORISATION OF THE ACQUISTION

    The Acquisition is classified as a Category 1 transaction in terms of the Listings Requirements
    of the JSE. Whilst the current Purchase Consideration of the Transaction is almost
    commensurate with the Company’s current market capitalisation, resulting in a categorisation
    percentage in the region of 100%, pursuant to engagement with the JSE regarding the
    applicability of paragraph 9.5(c) of the Listings Requirements, it has been determined that the
    Transaction does not constitute a reverse take-over and consequently, revised listings
    particulars will not be required to be incorporated into the circular.


11. DISTRIBUTION OF CIRCULAR

    A circular containing the full details of the Acquisition, incorporating a notice convening the
    General Meeting, will be distributed to Shareholders in due course, together with the
    announcement of the salient dates and times of the Acquisition and the General Meeting, on
    SENS.

12. WITHDRAWAL OF CAUTIONARY

    Shareholders are referred to the Cautionaries and are advised that as terms of the Acquisition
    have now been disclosed, caution is no longer required to be exercised by Shareholders when
    dealing in the Company’s shares.


Cape Town
12 August 2022


Corporate Advisor to Novus Holdings               Corporate Advisor to Pearson plc
Nodus Capital                                     BNP Paribas

Legal Advisor to Novus Holdings                   Legal Advisor to Pearson plc
ENSafrica                                         Herbert Smith Freehills LLP

Transaction Sponsor to Novus Holdings
Merchantec Capital

Date: 12-08-2022 12:25:00
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