Authorities have dashed print, publishing, and packaging manufacturing giant Novus’ alleged attempt to take over an information and communications technology (ICT) firm, Mustek, at a cheaper rate.
Novus was allegedly planning to take over Mustek at R13 per share. However, the alleged move was thwarted after authorities found the takeover price share was questionable and ordered it be revised upward by 19% to R15.41.
The Takeover Regulation Panel made the findings this week after conducting an investigation.
The investigation started because of complaints made in June 2025 about possible hidden partnerships related to the Novus mandatory offer, according to the Takeover Regulation Panel.
“On 24 December 2025, the Takeover Regulation Panel issued a ruling in relation to the mandatory offer for Mustek Limited announced by Novus Holdings Limited on 15 November 2024,” reads the report.
The panel, relying on the Companies Act, appointed an inspector who reported the findings.
Complaints lodged with panel
During the investigation, certain respondents wanted the information provided to the panel to remain confidential.
However, after considering these claims, the panel determined that the information in the ruling was not confidential.
“The panel has determined that the public interest in market integrity and shareholder protection requires the immediate publication of this statement, which summarises the panel’s determinations, findings, and orders,” reads the report.
Giving background on the planned sale, the panel stated that on November 15, 2024, Novus announced a mandatory offer for Mustek at R13 per share, triggered by Novus having acquired beneficial interests in securities such that it held more than 35% of the issued shares of Mustek.
This saw complaints being lodged with the panel in June 2025 alleging that Numus, a licensed financial services provider operating as a broker and hedge fund manager, had acted in concert with Novus in relation to the mandatory offer without disclosure.
“The panel’s investigation examined the relationship between Novus and Numus, the accumulation of Mustek shares and CFD positions, trading patterns, and the circumstances surrounding the mandatory offer.”
After consideration of the inspector’s report and comprehensive representations from the respondents over a three-month period, the panel determined that Numus Capital Proprietary Limited acted in concert with Novus in relation to the mandatory offer for Mustek.
The probe further found that:
• A brokerage mandate specifically concerning Mustek securities was established between Numus and a Novus subsidiary in August 2023, approximately 14 months before the mandatory offer announcement;
• Novus’ strategic controller routinely operated from Numus’s premises at Suite 704, 76 Regent Road, Sea Point, pursuant to informal arrangements with an entity controlled by that individual;
• The Numus hedge fund commenced accumulating Mustek shares in April 2024, 44 days before any documented instruction from Novus, using infrastructure established under the Mustek-specific mandate;
• Trading data evidenced a systematic shift from variable market pricing to purchasing systematically at R13.01 per share in the months preceding the offer, one cent above the eventual offer price of R13;
• All trading instructions originated verbally from Novus’ strategic controller directly to Numus, bypassing the designated corporate representative specified in the brokerage mandate; and
• Despite the obvious conflict of interest arising from proprietary trading in the same security being accumulated for a client, Numus produced no documentation of Chinese wall procedures, compliance monitoring, or information barrier protocols.
The panel further found material contradictions between sworn testimony and objective documentary evidence.
Novus told to raise the offer
This was in particular in reference to a sworn statement that Numus “did not provide any input on timing, pricing, or stake-building strategy”, which was contradicted by email sequences documenting precise timing, price parameters, and strategic coordination.
“A sworn statement of ignorance regarding the mandatory offer was contradicted by the Mustek-specific mandate established 14 months earlier and by public statements from Novus’s chief executive confirming strategic intent from initial engagements.
“A sworn statement of ignorance regarding hedging arrangements was directly contradicted
by contemporaneous email correspondence detailing the arrangements,” reads the document.
The panel concluded by ordering Novus to increase the offer consideration to R15.41
per share for all Mustek shareholders.
Both Novus and Numus are required to
announce this determination within three business days of receipt of the ruling.
The ruling also advised shareholders who accepted the offer at R13 per share that they were entitled to receive the additional consideration of R2.41 per share with respect to shares already tendered.
