On the second day of 2026, Novus Holdings sent out a spicy notice of its intention to oppose the Takeover Regulator Panel’s Christmas Eve ruling to ratchet the Mustek price. The intention,according to a Friday stock exchange news service (Sens) notice, is to fight the Takeover Regulation Panel (TRP) ruling that says Novus Holdings must up its mandatory offer to minority Mustek shareholders from the announced R13 to R15.41. Novus CEO André van der Veen believes that the fight is rigged, publicly claiming that the appeal mechanism is broken because trade minister Parks Tau had not appointed the necessary staff to the Takeover Special Committee (TSC).
So there will be a fight, but the venue and odds are still uncertain. But the Novus bet on assembling a vertically integrated digital education solution – in case theDepartment of Basic Education is shopping for one– is being placed. But theTRP ruling rationale had solid fundamentals.
The regulator withdrew approval for the deal in March 2025, painting a picture of “covert coordination” involving Novus, a boutique broker called Numus Capital, and the Mustek founding family’s DK Trust. What the TRP found was that while Novus claimed these were independent parties, they were effectively acting as a single unit, or “concert parties”, to manipulate the deal. To support this claim, the regulator discovered that a “strategic controller” for Novus was physically working out of Numus Capital’s offices in Sea Point, as well as evidence of “anticipatory positioning,” where Numus began stockpiling Mustek shares 44 days before they even had a formal mandate from Novus.
Read Full Article on Daily Maverick
[paywall]
Most damning was what is termed “stealth accumulation,” using financial instruments called Contracts for Difference (CFDs). Externally, Novus claimed these were cash-settled bets with no ownership rights. Internally, however, board minutes explicitly referred to these positions as “shares” and “23% of the equity”.
The smoking gun that triggered the price hike happened on 28 November 2024. A hedge fund managed by Numus (now deemed a concert party) bought 3,000 Mustek shares at R15.41. Under Regulation 111(6), if the acquirer or their partners pay a higher price during the offer period, they must offer that same price to everyone.
Novus played the game, but the regulator says they broke the rules. Now, Novus is being told to pay an 18.5% premium for the privilege.
[/paywall]
