Novus Holdings opposes a ruling by the Takeover Regulation Panel to increase its offer for Mustek shares from R13 to R15.41. Above, the Mustek building. (Photo: Fifty club) BM_Lindsey_Novus vs TRP 
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 the Department of Basic Education is shopping for one – is being placed.
Caught out there
But the TRP ruling rationale had solid fundamentals. Novus, by all accounts, was doing some dodgy share acquisition dealings.
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.
Smoking gun
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.
What this means for you
If you are a Mustek shareholder, sit tight. Do not sell on the open market until the appeal process plays out, or you might miss out on the mandatory offer premium.
This is a test of the regulator’s teeth. The TRP is cracking down on share warehousing and acting in concert, which are both sneaky tactics often used to game the market. If the ruling stands, it sets a fierce precedent for transparency on the JSE.
A neat package
Why go through all this trouble for a computer assembler? Novus is trying to pivot from a declining printing business (the artist formerly known as Paarl Media) into a diversified investment holding company.
Looking at previous acquisitions, there appears to be a vertical integration play in the education sector.
Novus owns Maskew Miller Learning, the dominant textbook publisher. Mustek owns the Mecer hardware brand (laptops and tablets) and Mecer Inter-Ed (training), with well-connected hardware distributor Rectron among its subsidiaries.
By combining them, Novus can offer the government a single supply chain: the content, the device to read it on, and the training to use it.
Add to this Novus’s R55-million investment in Bytefuse, an AI company building the Maski AI-powered tutor. Mustek could provide the hardware moat to deliver this AI software to schools.
A view from the top
The leadership of both companies are trying to keep the ship steady, but their public sentiments diverge sharply.
Van der Veen is on the offensive, framing the acquisition as a necessary evolution for his company.
“For Novus, some of our shareholders have been encouraging us to do transactions to make Novus more of an investment holding company,” Van der Veen told TechCentral when probed about the origins deal at the end of 2024. “So, when this opportunity arose... we said, ‘Okay, maybe this is the opportunity that we can use to diversify.’ ”
Mustek CEO Hein Engelbrecht, meanwhile, is playing it cool. He has tried to distance his management team from the regulatory heat, telling shareholders in a 2025 financial results call:
“The only communication we got from the TRP... is that Mustek is clear, and there was nothing untoward that we did as Mustek shareholders, Mustek management.”
Despite the friction, Engelbrecht remains publicly committed to the marriage: “We are excited about the opportunity. We’re committed to it and so [are] our shareholders.”
What happens now?
Novus has five business days from the ruling to file its appeal with the Takeover Special Committee – the TRP ruling was on 24 December 2025.
If Van der Veen is right and the committee is essentially unmanned due to administrative delays, this battle could move from the boardroom to the high court, dragging the timeline out further.
Until then, the deal is paralysed. Novus refuses to pay R15.41, and the regulator refuses to let them pay R13. DM