Picture: THINKSTOCK
Picture: THINKSTOCK

Related articles

In this article

WHO owns Novus, and in turn its former owner Naspers, could be made public, thanks to a Competition Appeal Court ruling, printing and media group Caxton said on Thursday.

Caxton has been campaigning for years for Naspers’s ownership structure — which is obscured from public view by its shares being split between unlisted, but high-voting A shares and listed, but low-voting N shares — to be unveiled.

Novus, which prints workbooks, newspapers, magazines, tissues and labels, was unbundled from Naspers into a separately JSE-listed company in March.

Caxton demanded at the time that Novus nonexecutive chairman Lambert Retief and Naspers should be forced to notify competition authorities and request approval for a change of ownership.

This notification would involve disclosing the unabridged version of Naspers’s ownership profile.

Caxton escalated its case to the Competition Appeal Court after the Competition Tribunal dismissed its argument that unbundling Novus from Naspers required scrutiny of the group’s ownership. Caxton appealed against the tribunal’s ruling on the basis that Novus’s restated management agreement was notifiable as a large merger.

"Our position has now been vindicated, with the Competition Appeal Court agreeing that the 2015 listing should have been notified as a merger, and that Mr Retief lost his control position at the time of the listing," said Caxton chairman Paul Jenkins.

Last year, Naspers and Mr Retief withdrew a proposed deal involving the firms that later became Novus after Caxton raised concerns that the full extent of the Naspers group and the merging parties was not properly disclosed or investigated.

"We also felt there were competition and public interest concerns, as the largest publisher proposed to gain sole control of the largest printer in SA. Rather than face scrutiny of the transaction, the merging parties withdrew the merger," said Mr Jenkins.

Novus said on Thursday Naspers’s subsidiary, Media24, and its advisers were assessing the Competition Appeal Court judgment and its implications.

It would not comment further.

Caxton has had a long-standing battle with Naspers and has filed a number of alleged anticompetitive behaviour complaints against Naspers and its subsidiaries.

Mr Jenkins said the group believed that the ruling was significant in the context of all the other competition matters that the Naspers group was facing. These include the "unreported merger of its subsidiary, MultiChoice with the SABC, and its unreported acquisition of control of the Ilanga newspaper back in the early 2000s".

In September, the Competition Tribunal heard arguments from a consortium that includes Caxton, Save Our SABC Coalition and Media Monitoring Africa against MultiChoice’ s multimillion-rand content deal with the SABC. The parties argued that MultiChoice and the SABC must be compelled to classify their controversial content deal as a merger.

Three years ago, the SABC and MultiChoice signed a five-year deal giving the pay-TV provider the right to air two of the public broadcaster’s channels. The channels — a 24-hour news channel and an entertainment channel showing old archived programmes — are already on DStv.

Mr Jenkins said Caxton was also waiting with "interest, the outcome of the predatory pricing case against Media24, when it forced a rival newspaper out of the market in Welkom".

"If there was any question before about how Naspers’ subsidiaries regard the competition regulators, this judgment, seen in its context, represents a stinging indictment of SA’s largest and dominant media company," he said.

Caxton publishes a string of community newspapers and magazines, among other assets.

Early this month, Novus released its maiden interim results showing a 16.2% rise in headline earnings per share to 75.7c. Revenue was unchanged at R2.08bn.

CEO Stephen van der Walt warned at the time that the group was unlikely to achieve the same operating profit growth seen in the first half to September during the rest of its financial year because of the seasonal nature of the printing industry.

Novus operates 12 specialised printing plants and one tissue plant in SA. It would continue exploring acquisitions or joint venture opportunities in diversified and related businesses domestically and on the continent as it aims to increase earnings from other African territories.