Novus Holdings, a printing and packaging firm, said it has proposed a settlement offer to the Takeover Special Committee so that its mandatory offer for Mustek shares can proceed.
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Novus Holdings has, subsequently to its March 31 financial year end, acquired an additional 6 million Mustek shares, increasing its shareholding to 50,39%.
The group directors announced in the results released Friday that on May 4, the group, Numus Capital and the Takeover Regulation Panel (TRP) concluded a settlement agreement, which was submitted to the Takeover Special Committee (TSC) requesting that the settlement agreement be made an order of the TSC.
The group had made a mandatory offer to buy all the shares in JSE-listed Mustek that it does not already own, and Novus is “committed to fulfilling the mandatory offer,” its directors said.
Novus’ initial offer was delayed because a TRP investigation prevented the issuance of a certificate of compliance. The group appealed the TRP's ruling to the TSC. Novus said it would alert shareholders on further progress of the mandatory offer.
In the results, Novus disclosed that its cash balance at March 31 included R311 million reserved for the mandatory offer to Mustek shareholders, so that the group can fulfil its cash consideration of the offer.
The acquisition of additional shares in Mustek prior to the year-end amounted to a R26,8m cash outflow. During the year, the group acquired an additional 2,8 million shares in Mustek, increasing its shareholding to 39,96% from 35,07% as at March 31, 2026.
The group recognised equity accounted earnings of R26,4m (R7,2m equity accounted loss) for its 39,96% associate share in Mustek.
On Novus’ own financial metrics, its directors said its Print, Education and Packaging segments turnover fell by 9,9%, 18,1% and 5,1% respectively in the year, but a 141,1% rise in the Publishing and Distribution segment offset this.
The big increase in the Publishing and Distribution revenue was mainly due to its full year inclusion compared with the prior year of 5 months.
The cash dividend was maintained at 55 cents a share. Also, the group ended the year in a stronger cash position of R1,02bn versus R812,2m at the end of its 2025 financial year.
Diluted headline earnings fell to 76,59 cents per share from 80,15 cents a share in 2025. Revenue ended 0,7% lower at R4,2bn. Earnings before interest tax depreciation and amortisation (EBITDA) fell to R562,4m from R663,4m. Net asset value per share rose to 731,47 cents from 703,52 cents.
Group operating expenses increased from R932m to R1,02bn, largely due to the full 12 months inclusion of the Publishing and Distribution segment, compared to 5 months in the prior year.
In the Print, Publishing & Distribution segment, the gross margin improved year-on-year to 28,3% from 25,4%, supported by operational efficiencies, lower global paper prices, and favourable exchange rates, collectively contributing to stronger profitability in the segment.
In the Education segment, revenue fell due to lower-than-expected orders from the provincial departments following the delay in the Department of Basic Education finalising the Foundation Phase Catalogue allocation and overall financial constraints experienced by the provincial education departments.
But operating profit increased by R7,2m, mainly due to non-recurring prior period amortisation of product development cost for the Foundation Phase submission of R32m, and the reduction of amortisation on acquired intangible assets of R85.7m (2025: R128.5m).
In Packaging gross margin slightly improved from the prior year to 20,1% from 19% with the segment achieving an operating profit of R84,4m (R77,5m), an increase of 8,9%, due to focused cost control.
Capital expenditure amounted to R121m (R57m) with spend mainly directed towards equipment in the Print segment.
“While the Group faced a challenging trading environment and various headwinds, management has remained focused on executing several strategic initiatives and growth projects. These initiatives have progressed well and are expected to enhance operational efficiencies, strengthen market positioning, and unlock new revenue opportunities,” Novus’ director said.
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