ENX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/029771/06)
JSE share code: ENX ISIN: ZAE000222253
("enX" or the "Company")

AFRICAN PHOENIX INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/021193/06)
("African Phoenix" or the "Offeror")


JOINT ANNOUNCEMENT OF THE FIRM INTENTION TO MAKE A MANDATORY OFFER FOR
ENX SHARES PURSUANT TO THE SETTLEMENT WITH THE TAKEOVER REGULATION
PANEL



1.      MANDATORY         OFFER      PURSUANT         TO    TAKEOVER        REGULATION         PANEL
        SETTLEMENT
        enX shareholders (the "Shareholders") are referred to the notice published by the Takeover
        Regulation Panel (the "Panel") on the Stock Exchange News Service of the Johannesburg
        Stock Exchange ("SENS") on 13 April 2023, wherein it was announced that the Panel has
        agreed to settle the Panel's investigation (the "Settlement") into certain affected transactions
        involving the Company, Extract Group Limited, Zarclear Holdings Limited and African
        Phoenix and others (the "Investigated Parties").
        Pursuant to the terms of the Settlement, Shareholders are advised that African Phoenix
        (together with the parties acting in concert with African Phoenix as fully described in
        paragraph 3.3 below) is required to make a mandatory offer (the "Mandatory Offer") to all
        Shareholders to purchase their shares at a price of R6.41 per share (the “Offer
        Consideration”) in terms of section 123 of the Companies Act, 2008 (the “Companies Act”)
        and the Takeover Regulations promulgated thereunder (the "Takeover Regulations").
        The Mandatory Offer will be made subject to compliance with the requisite provisions of the
        Companies Act and the Takeover Regulations.
        This announcement contains further details about the Mandatory Offer and constitutes a firm
        intention announcement in terms of Regulation 101 of the Takeover Regulations.

2.      INFORMATION ABOUT THE OFFEROR
        African Phoenix is an investment holding company registered in the Republic of South Africa.

3.      TERMS AND CONDITIONS OF THE OFFER
        The Offeror will make the Mandatory Offer in terms of section 123 of the Companies Act
        whereby each Shareholder will be entitled to elect whether or not to dispose of its shares to
        the Offeror for the Offer Consideration. The material terms of the Mandatory Offer to be made
        by the Offerors to all Shareholders are as follows:

3.1     Offer Consideration
        The Mandatory Offer will be made for a cash consideration of R6.41 per enX share payable
        against delivery of ownership of the relevant enX share into the Offeror's name. This
        constitutes a discount of R0.06 (0.877%) to the 30-day volume weighted average price for
        an enX share prior to this announcement.

3.2     Conditions to the Mandatory Offer
        The Mandatory Offer will not be subject to any conditions.
3.3   Concert parties
      Shareholders are advised that the Company has been informed that a concert party
      arrangement had been established between African Phoenix and MCC Contracts Proprietary
      Limited, Samvenice Trading Proprietary Limited, SBSA ITF Sui Generis LPFP H4 QHF,
      Crimson Harvest Holdings Proprietary Limited and Peresec Prime Brokers Proprietary
      Limited in relation to any shares beneficially held from time to time by them in enX,
      collectively referred to as the “Concert Parties”.

3.4   Beneficial interest in enX held or controlled directly or indirectly by the Offeror, and/or
      persons acting in concert with the Offeror

      The Offeror has disclosed the following shareholdings in enX held or controlled directly or
      indirectly by the Offeror and/or persons acting in concert with the Offeror:

      Shareholder                                         Number of shares       % of issued shares
      MCC Contracts Proprietary Limited                        61 305 360                     33.63
      Samvenice Trading Proprietary Limited                    12 785 271                      7.01
      African Phoenix Investments Limited                        7 662 746                     4.20
      SBSA ITF Sui Generis LPFP H4 QHF                           5 032 995                     2.76
      Crimson Harvest Holdings Proprietary Limited               1 800 000                     0.99
      Peresec Prime Brokers Proprietary Limited                    386 252                     0.21
      Total                                                    88 972 624                     48.80
      Total enX shares in issue: 182 312 650

3.5   Irrevocable undertakings not to accept the Mandatory Offer
      Shareholders holding 18 260 967 enX shares, being 19.6% of the total enX shares in issue
      (excluding enX shares held by the Offeror and the Concert Parties) have provided the Offeror
      with irrevocable undertakings not to accept the Mandatory Offer.

3.6   Ability to Proceed with the Mandatory Offer
      The Offeror has confirmed to the board of directors of the Company that the Offeror has
      sufficient funds to satisfy the cash offer commitment. The Offeror has delivered to the Panel
      an irrevocable unconditional guarantee issued by The Standard Bank of South Africa in
      accordance with Regulations 111(4) and 111(5) of the Takeover Regulations and in favour
      of the enX shareholders for the sole purpose of fully satisfying the Offeror's cash offer
      commitments.

4.    APPOINTMENT OF INDEPENDENT BOARD
      In accordance with the provisions of the Companies Act and the Takeover Regulations, an
      independent sub-committee of the enX Board comprising of Khati Mokhobo, Nomahlubi
      Simamane, and Robert Lumb (the "Independent Board") has been appointed to advise
      Shareholders on the Mandatory Offer. The Independent Board will appoint an independent
      expert for the purposes of preparing an opinion in respect of the Mandatory Offer, in
      accordance with the Takeover Regulations.

5.    POSTING OF CIRCULAR
      An offer circular containing full details in respect of the Mandatory Offer and incorporating
      the Independent Board's view of the Mandatory Offer and the Offer Consideration and the
      fair and reasonable opinion prepared by the independent expert as contemplated in
      Regulation 102 and 106 of the Takeover Regulations is in the process of being prepared. It
      is expected that the offer circular will be issued within 20 business days after the date of this
      announcement, which is expected to be on or about Thursday, 8 June 2023 (or such
      extended date as allowed by the Panel).
      The Mandatory Offer will remain open for acceptance for at least 30 business days after the
      opening date of the Mandatory Offer.
6.     RESPONSIBILITY STATEMENTS
       The Independent Board (to the extent that the information relates to enX), collectively and
       individually accept responsibility for the information contained in this announcement and
       certify that, to the best of their knowledge and belief, the information contained in this
       announcement relating to enX is true and this announcement does not omit anything that is
       likely to affect the import of such information.
       The Offeror accepts responsibility for the information contained in this announcement (to the
       extent that the information relates to the Offeror) and certifies that, to the best of its
       knowledge and belief, the information contained in this announcement relating to the Offeror
       is true and this announcement does not omit anything that is likely to affect the import of
       such information.

11 May 2023


Corporate advisor to the Offeror and transaction sponsor



Sponsor to enX
The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking
division)




Legal advisor to enX



Legal advisor to the Offeror