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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”)
UPDATES TO THE MANDATORY OFFER CIRCULAR, AVAILABILITY OF THE AMENDED CIRCULAR
AND EXTENSION TO THE MANDATORY OFFER CLOSING DATE
1. Introduction
Shareholders are referred to the combined offer circular to enX shareholders (the “Circular”) published on
20 June 2023 regarding a mandatory offer to shareholders by African Phoenix Investments Limited (“African
Phoenix”), acting in concert with MCC Contracts Proprietary Limited (“MCC Contracts”), Samvenice Trading
Proprietary Limited, SBSA ITF Sui Generis LPFP H4 QHF, Crimson Harvest Holdings Proprietary Limited and
Peresec Prime Brokers Proprietary Limited (“Peresec Prime Brokers”) (collectively, the “Offerors”) to acquire
the remaining shares in enX at an offer consideration of R6.41 per share in terms of section 123 of the Companies
Act 71 of 2008 and the Takeover Regulations promulgated thereunder (the “Mandatory Offer”). Capitalised
terms in this announcement bear the same meaning as in the Circular.
Shareholders are advised that post the issue of the Circular and following communications from a shareholder of
enX requesting certain additional information, the directors of enX have decided to provide enhanced information
relating to the indirect shareholdings of the directors of enX in each of African Phoenix, MCC Contracts and
Peresec Prime Brokers in part II of the Circular. In addition, the directors of Peresec Prime Brokers have provided
enhanced information relating to the beneficial interests of the directors of Peresec Prime Brokers in Peresec
Prime Brokers and in the Company in part I of the Circular.
Whilst the enhanced disclosure included is not material to the Mandatory Offer, the directors of enX and the
Offerors, who have a responsibility to ensure the completeness of information in the Circular relating to the
Offerors and the Company, consider it appropriate to provide the additional disclosure to shareholders.
2. Additions to part I, paragraph 6 of the Circular
All information disclosed in part I, paragraph 6 of the Circular remains correct and accurate, but should be read
subject to the following additional disclosures:
2.1. Part I, paragraphs 6.4.1 and 6.4.2 are amended as follows:
6.4.1. As at the last practicable date, the sole director of Crimson Harvest is P Baloyi. Crimson Harvest
is wholly owned by a family trust, of which P Baloyi is one of two trustees and a discretionary
beneficiary. Given that P Baloyi cannot and does not exercise control over decisions made by the
trust and that he is a discretionary beneficiary of the trust, his interest in Crimson Harvest is an
indirect non-beneficial interest.
6.4.2. Save as disclosed in paragraph 6.4.1 above, none of the directors of enX held an interest in the
shares of Crimson Harvest as at the last practicable date.
2.2. Part I, paragraph 6.6.1 is amended as follows:
As at the last practicable date, the directors of Peresec Prime Brokers are D Murgatroyd, O Mabandla,
L Ngakane, J Stewart, L Bailey, L Maseko and N Vilakazi. The interests of the directors of Peresec Prime
Brokers in Peresec Prime Brokers shares as at the last practicable date were as follows:
Direct Indirect % of issued share
Director Beneficial Beneficial Total capital
D Murgatroyd - 53 53 2.6
J Stewart - 86 86 4.3
L Bailey - 111 111 5.6
Total - 250 250 12.5
2.3. The table in part I, paragraph 6.6.3 is amended as follows:
The interests of the directors of Peresec Prime Brokers in enX’s shares as at the last practicable date were
as follows:#
Direct Indirect % of issued share
Director Beneficial Beneficial Total capital
D Murgatroyd - 498 599 498 599 0.3
O Mabandla - 2 047 643 2 047 643 1.1
J Stewart - 808 815 808 815 0.4
L Bailey - 1 047 851 1 047 851 0.6
Total - 4 402 908 4 402 908 2.4
#
Peresec Prime Brokers holds its shares in enX in terms of its prime broking arrangements on behalf its clients,
and as such does not have commercial or financial exposure to the performance of enX
3. Additions to part II, paragraph 20 of the Circular
All information disclosed in part II, paragraph 20 of the Circular remains correct and accurate, but should be read
subject to the following additional disclosures:
3.1. The table in part II, paragraph 20.2.3 is amended as follows:
The interests of the directors of enX in African Phoenix shares as at the last practicable date were as follows:
Direct Indirect Indirect % of issued share
Director Beneficial Beneficial Non-beneficial Total capital
A Hannington - 1 395 - 1 395 0.0
P Baloyi* - - 77 090 485 77 090 485 5.4
W Chapman - 575 976 112 - 575 976 112 40.9
Total - 575 977 507 77 090 485 653 067 992 46.3
*Note: P Baloyi’s interest is an indirect non-beneficial interest (as described in part I, paragraph 6.4.1 of the
circular).
3.2. The table in part II, paragraph 20.2.6 is amended as follows:
The interests of the directors of enX in MCC Contracts shares as at the last practicable date were as follows:
Direct Indirect Indirect % of issued share
Director Beneficial Beneficial Non-beneficial Total capital
W Chapman - 2 038 277 900 - 2 038 277 900 42.8
A Hannington - 852 620 536 - 852 620 536 17.9
P Baloyi* - - 128 545 602 128 545 602 2.7
Total - 2 890 898 436 128 545 602 3 019 444 038 63.4
*Note: P Baloyi’s interest is an indirect non-beneficial interest (as described in part I, paragraph 6.4.1 of the
circular).
3.3. Paragraph 20.2.9 has been amended as follows:
20.2.9. As at the last practicable date, the sole director of Crimson Harvest is P Baloyi. Crimson Harvest
is wholly owned by a family trust, of which P Baloyi is one of two trustees and a discretionary
beneficiary. Given that P Baloyi cannot and does not exercise control over decisions made by the
trust and that he is a discretionary beneficiary of the trust, his interest in Crimson Harvest is an
indirect non-beneficial interest.
3.4. New paragraphs 20.2.15, 20.2.16 and 20.2.17 are included follows:
20.2.15 The interests of the directors of enX in Peresec Prime Brokers shares as at the last practicable
date were as follows:
Direct Indirect Indirect % of issued
Director Beneficial Beneficial Non-beneficial Total share capital
W Chapman - 345 - 345 17.3
P Baloyi* - - 135 135 6.8
Total - 345 135 480 24.1
*Note: P Baloyi’s interest is an indirect non-beneficial interest (as described in part I, paragraph 6.4.1
of the circular).
20.2.16. Save as stated in paragraph 20.2, none of the directors of enX held any interest in the shares of
Peresec Prime Brokers as at the last practicable date.
20.2.17. There have been no dealings by the directors of enX in any shares of Peresec Prime Brokers
during the period commencing six months before the date of the firm intention announcement,
being Thursday, 11 May 2023, and ending on the last practicable date.
4. Availability of amended Circular
Copies of the amended Circular containing the enhanced disclosure detailed above will be available for viewing
on enX’s website (www.enxgroup.co.za/circulars_/) from 3 August 2023 and may also be obtained from the
Company by sending a request to info@enxgroup.co.za.
5. Extension of Mandatory Offer closing date
In light of the amendments above, the Offerors advise that the Closing Date of the Mandatory Offer (originally
Friday, 4 August 2023) has been extended to Friday, 15 September 2023. The TRP has agreed to the extension
of the Closing Date.
The revised salient dates and times in respect of the remainder of the Mandatory Offer are set out below:
2023
Last day to trade in enX shares on the JSE in order to participate in the Tuesday, 12 September
mandatory offer
Date on which the shares trade “ex” the mandatory offer Wednesday, 13 September
Record date on which enX shareholders must hold enX shares in order to Friday, 15 September
accept the mandatory offer
Date on which the mandatory offer closes at 12:00 on Friday, 15 September
Results of the mandatory offer announced on SENS Monday, 18 September
Mandatory offer consideration paid to offer participants (see notes 5 and 6 Monday, 18 September
below) on
Results of the mandatory offer published in the press Tuesday, 19 September
Notes:
1. All dates and times in this circular 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, 13 September 2023
and Friday, 15 September 2023, both days inclusive.
4. Acceptance of the mandatory offer will be irrevocable.
5. Certificated shareholders who accept the mandatory offer will have the offer consideration transferred to them by way
of EFT (depending on the election made by them in the form of acceptance) by no later than the payment date, being
within 6 business days after the date on which such shareholders deliver forms of acceptance and documents of title
to the transfer secretaries, unless such forms of acceptance and documents of title are delivered on the closing date,
in which case the offer consideration will be paid on the first business day following the record date.
6. Dematerialised shareholders who accept the mandatory offer will have their accounts at their CSDP or broker updated
with the offer consideration by no later than the payment date, being within 6 business days after the date on which
the CSDPs or brokers of such enX shareholders notify the transfer secretaries of their acceptance of the mandatory
offer, unless such notification is received on the closing date, in which case the offer consideration will be paid on the
first business day following the record date.
6. Responsibility statements
The enX 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 import of such information.
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.
3 August 2023
Corporate advisor and Sponsor to enX
The Standard Bank of South Africa Limited
Corporate advisor to the Offerors
Java Capital
Legal advisor to enX
White & Case
Legal advisor to the Offerors
Herbert Smith Freehills
