Takeover Regulation Panel says it used stealth tactics to build a majority position in the tech firm. From Moneyweb.
In a dramatic escalation of one of the JSE’s most contentious takeover battles, Novus Holdings has denied misleading the Takeover Regulation Panel (TRP) after the regulator accused the printing group of acquiring a controlling stake in technology firm Mustek through stealth tactics.
The panel found that Novus breached Section 122 of the Companies Act by failing to disclose its beneficial interests in Mustek at the 5%, 10%, 15%, and 20% thresholds.
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The TRP has instructed Novus to increase its mandatory offer to Mustek minorities from R13 to R15.41, an increase of 18.5%. This means an extra R140 million on a deal slated to cost R750 million.
The R15.41 price bump came about because of just 3 000 shares that were traded by Novus’s broker Numus Capital.
A grand deal of R46 230 has exploded into a potential premium of R140 million, which is great for minorities if this plays out as the TRP proposes.
But Novus will appeal this, which means inevitable delays.
Since Numus was deemed to be acting in concert with Novus in acquiring a beneficial interest in Mustek, this required Novus to match the highest price paid during the offer period.
The TRP ordered an immediate increase to R15.41 for all shareholders, including retroactive top-ups for those who accepted at R13.
The ‘stealth tactics’
The TRP’s scathing ruling, issued on Christmas Eve 2025, alleges that Novus used undisclosed contracts for difference (CFDs) and concert party arrangements to build its position without proper transparency.
The TRP presented evidence of Novus acting in concert with Numus, such as:
- A “Mustek-specific brokerage mandate” 14 months before the offer announcement;
- Key players operating from the same premises in Sea Point, Cape Town;
- Anticipatory accumulation of Mustek shares by Numus’s hedge fund before receiving formal instructions;
- Coordinated trading patterns and evidence of a share strategy, such as emails on capping CFD positions and converting to physical shares.
One analyst told Moneyweb that the TRP ruling sets a new precedent for takeovers in SA, particularly when it comes to the use of CFDs as a way of acquiring a beneficial interest by stealth which, without proper disclosure, is prohibited in many other parts of the world.
CFDs are derivative instruments that confer no ownership or voting rights but allow the holders to track, often with leverage, share price movements. But as this case demonstrates, they can be used to accumulate beneficial interests in a target company.
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The TRP is an independent body empowered under the Companies Act to ensure fairness and transparency in company takeovers.
The panel found that Novus, through Numus, used CFDs to stealthily amass a 35.07% stake without disclosing crossings of beneficial interest thresholds, breaching sections 119 and 122 of the Companies Act.
This “stealth acquisition” undermined market integrity and shareholder protections, says the TRP.
Novus hits back
Novus has hit back at the TRP ruling, saying it contains numerous factual inaccuracies which paint a picture of impropriety.
It objects to the TRP’s use of personal email addresses for key executives, and its claim that Novus, its broker Numus Capital and parent company A2 Investment Partners all operated from the same physical address in Sea Point, “when the website and company records clearly indicates Meson [Street] in Stellenbosch” as the A2 headquarters.
“The allegation that Novus or any of its representatives misled the TRP is false and at all times Novus responded to the TRP timeously and completely,” says Novus in a statement sent in response to Moneyweb questions.
Novus seems particularly aggrieved that its use of CFDs, which it disclosed to the panel, has been used to tarnish the deal.
These were used in accordance with legal advice it received, after considering previous TRP rulings where the same instruments were used.
In a circular to Mustek shareholders on 20 May 2025, Novus declared that it held CFDs in Mustek prior to owning Mustek shares. The TRP had reviewed and did not object to this voluntary disclosure, says Novus.
No Novus directors or associates traded Mustek shares, and the Numus hedge fund’s 3 000-share purchase was “small and inconsequential,” with no Novus interest involved, says the company.
As at 22 December 2025, Novus and its concert parties held about 60.25% of Mustek.
The role of CFDs in the deal
Though CFDs carry no ownership rights or voting power, their use in takeovers is prohibited or restricted in many jurisdictions without proper disclosure because they create virtual ownership, allowing parties to influence bids without disclosing positions.
They allow companies to accumulate exposure to a target company without buying shares directly. In some cases, CFDs were structured with attached voting rights, which allowed takeover by stealth and in breach of the principle that all shareholders should be treated equally.
Novus is one of the largest print, publishing and packaging groups in southern Africa, having recently acquired educational publishing house Maskew Miller Learning.
The Mustek acquisition has been touted as a necessary pivot to digital education, given the declining fortunes of print.
Mustek has solid roots in hardware through brand Mecer, backed by its distribution network Rectron and its Mecer Inter-Ed training unit.
Novus CEO André van der Veen (also managing partner at controlling shareholder A2 Investment Partners) previously described the Mustek acquisition as “good value”, no doubt sweetened by his 25-plus years of acquaintance with Mustek CEO Hein Engelbrecht.
Novus began eyeing diversification opportunities in 2023. By May 2024, Novus executives, including Van der Veen and director Adrian Zetler, held initial meetings with Mustek’s management team.
A ‘good value’ deal
Mustek, South Africa’s largest assembler of personal computers and an ICT distributor with a market cap hovering around R836 million at the time, emerged as a target.
Given the supply chain challenges that hit many companies during Covid, Mustek shares took a beating in 2020 but quickly rebounded from a low of around R5.40 to crest above R17 by early 2023. It has since settled at around R14.
Its brand recognition and strong assembly and distribution capabilities across Africa make it a suitable fit for anyone eyeing a future in digital education.
Novus’s interest turned to action in August 2023 when it established a “Mustek-specific mandate” with broker Numus Capital.
Talks and purchases
By May 2024, Novus executives held exploratory talks with Mustek management on potential investment. This coincided with Novus ramping up CFD purchases through Numus.
A second meeting in August 2024 followed, after which Novus had already acquired exposure to about 12.7 million Mustek shares via CFDs.
By November, Novus engaged with the DK Trust, Mustek’s largest shareholder, to buy a block of 3.685 million shares at R12 each.
This, combined with CFD conversions, pushed Novus’s beneficial interest above 35%, triggering a mandatory offer under takeover regulations.
On 15 November 2024, Novus announced its firm intention to acquire the remaining Mustek shares at R13 per share, valuing the deal at around R750 million for the minorities.
The offer circular, reviewed by the TRP, included a voluntary disclosure that Novus had held CFDs prior to direct ownership.
Minorities complain
However, complaints from minority shareholders in June 2025 prompted a TRP investigation into potential undisclosed concert parties.
The regulator cited coordinated actions that may have disadvantaged smaller investors.
Despite this, the deal proceeded after revisions, but the probe expanded to Numus’s role, and later ruled that it had acted in concert with Novus.
The panel dismissed confidentiality claims on certain information, though it deferred full publication pending appeals.
Novus fired back swiftly. In a statement on 31 December 2025, the company lodged an appeal to the Takeover Special Committee (TSC), labelling the ruling as containing “numerous factual inaccuracies and false statements”.
The case highlights tensions in South Africa’s takeover rules, particularly around derivatives and disclosure in an era of sophisticated financial instruments.
Novus remains committed to the acquisition, viewing Mustek as key to its tech diversification.
But with the TSC hearing looming, this buyout, once seen as a straightforward synergy play, has become a textbook example of regulatory scrutiny in corporate South Africa.
