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”)


POSTING OF COMBINED OFFER CIRCULAR


1.   Introduction
     Shareholders are referred to the firm intention announcement released on the Stock Exchange News
     Service of the JSE (“SENS”) on Thursday, 11 May 2023, referring enX shareholders (the
     "Shareholders") to the notice published by the Takeover Regulation Panel (the "Panel") 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 Investments Limited (“African Phoenix” or the
     “Offeror”) and others (the "Investigated Parties").

     Pursuant to the terms of the Settlement, Shareholders were advised that African Phoenix, acting in
     concert with 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 (collectively, the “Offerors”) are 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").

2.   Posting of Circular
     Shareholders are advised that a combined offer circular (containing full details in respect of the
     Mandatory Offer and incorporating the enX Independent Board’s view of the Mandatory Offer and the
     Offer Consideration, together with the fair and reasonable opinion prepared by the Independent Expert,
     being BDO Corporate Finance Proprietary Limited) (the “Circular”), as contemplated in regulations
     102 and 106 of the Takeover Regulations, will be distributed today, Tuesday, 20 June 2023.

3.   Important dates and times
     The important dates and times in relation to the Mandatory Offer are set out in the table below. Words
     and expressions in the table below and the notes thereto shall have the same meanings as assigned to
     them in the Circular:
                                                                                            2023
       Circular together with the accompanying form of acceptance,               Tuesday, 20 June
       surrender and transfer (blue) posted to enX shareholders on
       Announcement relating to the issue of the Circular and the                Tuesday, 20 June
       Mandatory Offer released on SENS on
       Mandatory Offer opens at 09:00                                         Wednesday, 21 June
       Announcement relating to the issue of the Circular and the             Wednesday, 21 June
       Mandatory Offer published in the press on

       Expected last day to trade in enX shares on the JSE in order to          Tuesday, 1 August
       participate in the Mandatory Offer
       Expected date on which the shares trade “ex” the Mandatory            Wednesday, 2 August
       Offer
       Record date on which enX shareholders must hold enX shares in                                                      Friday, 4 August
       order to accept the Mandatory Offer
       Expected date on which the Mandatory Offer closes at 12:00 on                                                    Friday, 4 August
       Results of the Mandatory Offer announced on SENS                                                                Monday, 7 August
       Mandatory Offer consideration paid to offer participants, with                                                  Monday, 7 August
       the last payment on
       Results of the Mandatory Offer published in the press                                                           Tuesday, 8 August
      Notes:

      1. All dates and times in this announcement are local dates and times in South Africa.
      2. The above dates and times are subject to change. Any changes will be released on SENS and, if required, published in the press.
      3. No dematerialisation and rematerialisation of enX shares may take place between Wednesday, 2 August 2023 and Friday, 4 August 2023, both days
         inclusive.
      4. The Mandatory Offer must remain open for at least 30 business days after the opening date.
      5. All acceptances of the Mandatory Offer received by the transfer secretaries, the offerors or the relevant CSDP or broker prior to the closing date will
         be irrevocable.


4.   Copies of the Circular
     Copies of the Circular may be obtained from the registered address of the Company, from the date of
     posting of the Circular until the date of the closing of the Mandatory Offer. The Circular will also be
     available on enX’s website at www.enxgroup.co.za/circulars/ from the date of posting.

5.   Tax implications
     The tax implications for Shareholders are dependent on the individual circumstances and the jurisdiction
     applicable to such Shareholders. It is recommended that, if Shareholders are uncertain about the tax
     implications of the receipt of the Offer Consideration, they should seek appropriate advice in this regard.

6.   enX Board Responsibility Statement
     The enX Board accepts responsibility for the information contained in this announcement insofar as it
     relates to enX. To the best of its knowledge and belief, such information contained herein is true and
     nothing has been omitted which is likely to affect the import of such information.

7.   enX Independent Board Responsibility Statement
     The Independent Board accepts responsibility for the information contained in this announcement
     insofar as it relates to enX, and certifies that, to the best of its knowledge and belief, such information
     contained herein is true and nothing has been omitted which is likely to affect the importance of such
     information.

8.   Offeror Responsibility Statement
     The Offerors (to the extent that the information relates directly to the Offerors) 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 the Offerors is true and this
     announcement does not omit anything that is likely to affect the import of such information.


20 June 2023


Corporate advisor and Sponsor to enX
The Standard Bank of South Africa Limited

Corporate advisor to the Offeror
Java Capital

Legal advisor to enX
White & Case

Independent expert to enX
BDO Corporate Finance Proprietary Limited