The Takeover Regulation Panel (TRP) has discovered that Mustek shareholder the DK Belief is a “live performance celebration” to printing and packaging agency Novus Holdings’ bid to accumulate a controlling share in JSE-listed know-how group.
Following an investigation, the TRP concluded that Novus acted “in live performance” with the DK Belief – created by late Mustek founder David Kan – in establishing the transaction, a transfer that will have deprived smaller shareholders in Mustek.
The safety of minority shareholders is a part of the core mandate of the TRP, an unbiased physique reporting to the minister of commerce, business & competitors whose perform is to implement the takeover laws stemming from the Corporations Act.
“Having rigorously thought-about the factual background, authorized framework and submissions introduced on this matter, the panel concludes that the DK Belief acted in live performance with Novus for the needs of the necessary supply,” stated the TRP’s ruling.
However the TRP’s findings are unlikely to cease the deal from going forward. In response to Novus CEO André van der Veen, the one celebration materially affected by the ruling is the DK Belief, which can for six months after the conclusion of the deal be barred from shopping for Mustek or Novus shares.
Talking to TechCentral on Wednesday, Van der Veen stated that though Novus disagrees with the TRP’s findings, the statutory physique’s inner attraction mechanisms are non-existent as a result of commerce minister Parks Tau is but to nominate the related workers member to fulfil the perform. This leaves Novus with no different choice however to take the matter to court docket if it needs to rectify the disagreement, however Van der Veen stated this may solely delay the deal with none substantial profit to the stakeholders concerned.
Mustek supply
“We don’t agree with the TRP’s conclusions; we expect they made an error of their judgment. Nonetheless, we are going to proceed to make the supply and submit it within the round on the due date,” Van der Veen stated.
Novus was legally compelled to make a compulsory supply to Mustek shareholders in November final 12 months after its shareholding within the tech firm breached the 35% mark. A suggestion comprising a money consideration of R13/share; or a money quantity of R7/share plus one odd share in Novus for every Mustek share held; or two Novus shares for every Mustek share tendered was then made to shareholders.
Mustek CEO Hein Engelbrecht informed TechCentral final November that he, together with Mustek MD Neels Coetzee and the DK Belief, wouldn’t settle for the necessary supply from Novus as they wished to stay invested. Collectively they maintain 11.7 million Mustek shares, or 20.3% of the full. Engelbrecht couldn’t be reached for touch upon Wednesday.
TCS Legends | Remembering Mustek founder David Kan
The TRP’s investigation discovered that the DK Belief on 13 November 2024 signed a written waiver during which it “irrevocably and unconditionally” said it could not settle for the necessary supply or eliminate any of its Mustek shares till the supply’s cut-off date. This motion raised eyebrows on the TRP, which discovered that the signing of this waiver was not merely incidental however really “a essential enabler” of Novus’s necessary supply.
“By irrevocably committing to not settle for the supply or eliminate its Mustek shares, the DK Belief lowered Novus’s monetary publicity by roughly R123-million. This discount was important for Novus to proceed with the supply, because it lowered the required financial institution assure from R459-million to R335-million. The submission itself acknowledges this, stating that the enterprise was offered ‘solely for the aim of lowering Novus’s publicity in respect of the financial institution assure’,” stated TRP’s ruling.
The TRP additionally discovered that the DK Belief was actively concerned in discussions and preparations main as much as the necessary supply. In response to TRP’s ruling, Engelbrecht, who TechCentral understands can be a trustee of the DK Belief, on 17 October final 12 months met engaged with Novus concerning particular share acquisitions and subsequently facilitated discussions with the DK Belief.
Learn: Novus Holdings in shock bid to accumulate Mustek
The DK Belief on 8 November handed a decision authorising the sale of Mustek shares by its wholly owned subsidiary MEP to Novus. On 12 November, DK Belief’s enterprise was made a situation of a consortium settlement, which solidified the necessary supply.
The deal cleared a separate hurdle earlier on Wednesday when the Competitors Fee on introduced that it had given its nod to the deal, with situations. – © 2025 NewsCentral Media
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