TRP rules Novus must increase Mustek takeover bid by 15.4% following probe

The Takeover Regulation Panel (TRP) has ruled that Novus Holdings must increase its takeover offer for ICT product group Mustek by 15.4% to R15.41 per share, from the R13 per share initial offer value.

The TRP's investigation arose from complaints lodged to it by Albie Cilliers, who is well known for his advocacy of shareholder rights in South Africa, in June 2025. Cilliers had raised red flags about potential undisclosed concert party relationships in the Novus mandatory offer.

Novus said in a JSE news service statement it "fundamentally disagrees" with the conclusions reached by the TRP and will consider its rights and/or remedies. Novus intends applying to the TRP to set aside the (ruling) and is taking the requisite advice in this respect.

The TRP ruling found that Novus breached the Companies Act by failing to disclose its beneficial interests at the 5%, 10%, 15%, and 20% shareholding thresholds that it had acquired in Mustek.

The TRP also directed that all historical documents be amended to reflect Numus Capital's concert party status with Novus, and Novus's beneficial interests throughout the accumulation period.

The TRP said that Numus Capital, operating from an office in Sea Point, Cape Town, had accumulated shares on behalf of Novus Holdings in relation to the mandatory offer for Mustek, that was announced on November 15, 2024.

The TRP's findings rested on a Mustek-specific mandate established 14 months before the offer announcement, creating purpose-built infrastructure for the acquisition strategy.

There was structural integration between Novus and Numus through shared premises at Suite 704, 76 Regent Road, Sea Point, where Novus's strategic controller, Adrian Zetler, operated from the broker's premises, the TRP found.

Other evidence that the TRP based its findings on were that there was anticipatory hedge fund positioning commencing 44 days before documented client instructions; and trading data showed share purchasing behaviour shifting from variable market pricing to a rigid price shelf of R13.01.

"While the Panel does not make a determination on market manipulation, this alignment with the eventual R13 offer price, executed concurrently with the offeror's discussions with other major shareholders… supports the inference of a coordinated strategy rather than independent investment discretion," the TRP said in its report.

The TRP had delivered a report on September 2, 2025, that concluded that Novus and Numus had acted in concert based on their "cumulative actions and steps" and the existence of factors indicating concert party status. Impugned parties were then invited to make recommendations on the findings, prior to the TRP making its final determination.

"Critical evidence emerged on October 31, 2025 when...email records showed confirmations of order executions with no corresponding client instructions, with Numus simply sending post-execution deal recaps to Novus CFO Craig Wright, copying A² principals Zetler and Van der Veen at their private email addresses. Upon further enquiry from the Panel, it was revealed that none of the pre-execution instructions from Novus were ever in writing," the TRP said.

"Verbal instructions from Mr Zetler bypassing designated corporate governance channels, with post-execution deal recaps documenting the coordination. which records the agreed strategy to cap and convert CFD positions, directly contradicting sworn testimony claiming ignorance of hedging arrangements." the TRP said.

Novus's share price fell 3.5% to R5.50 on Wednesday morning, a price 22.8% lower than the R7.18 it traded at a year ago. Mustek's share price was untraded at R14.60.

BUSINESS REPORT