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enX Group Limited (JSE:ENX) News - Corrections to the Mandatory Offer Circular and availability of the amended circular
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”)
CORRECTIONS TO THE MANDATORY OFFER CIRCULAR AND AVAILABILITY OF THE AMENDED
CIRCULAR
1. Introduction
Shareholders are referred to the combined offer circular to enX shareholders (the “Circular”) published on
8 April 2022 regarding a mandatory offer to shareholders by MCC Contracts Proprietary Limited and African
Phoenix Investments Limited (collectively the “Offerors”), acting in concert, to acquire the remaining shares in
enX at an offer consideration of R5.60 per share in terms of section 123 of the Companies Act 71 of 2008 and
regulation 86(1) of the Companies Regulations, 2011 (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, the directors of the Offerors have detected and brought
to the Company’s attention certain errors in the Circular, which arose (i) as a result of a miscalculation of the
mathematical impact of the cross-shareholdings amongst the companies comprising the Offerors’ group of
companies on the Offerors and Offerors’ directors’ indirect beneficial interests in enX; and (ii) in relation to the
disclosure of Nick Sennett’s (an African Phoenix director) interests in enX shares the inadvertent omission of
Nick Sennett’s indirect interest in enX shares held via a hedge fund platform managed by Standard Bank. Whilst
the errors are minor and immaterial to the Mandatory Offer itself, the directors of the Offerors, who have a
responsibility to ensure the correctness of information in the Circular relating to the Offerors, consider it necessary
and appropriate to communicate the corrected percentages and values.
2. Correction to the “Definitions and Interpretations” section of the Circular
The definition of “MCC Contracts” is amended as follows:
“MCC Contracts” MCC Contracts Proprietary Limited (Registration number 1983/008084/07), a private
company incorporated and registered in accordance with the laws of South Africa and
wholly owned by eXtract Group Limited, which is in turn owned by:
• African Phoenix as to 49.3%;
• Hampden Capital Proprietary Limited as to 22.7%;
• The Hannington Family Trust as to 16.8%;
• O Mabandla as to 1.9%; and
• the balance being held by multiple minority shareholders.
3. Corrections to part I, paragraph 5 of the Circular
All information disclosed in part I, paragraph 5 of the Circular remains correct and accurate, save for the following
corrections:
3.1. The table in part I, paragraph 5.2.1 is amended as follows:
The interests of the directors of African Phoenix in the African Phoenix shares as at the last practicable
date were as follows:
Direct Indirect % of issued share
Director Beneficial Beneficial Total capital
A Hannington - 1 395 1 395 0.0
O Mabandla 32 232 954 - 32 232 954 2.3
W Chapman - 575 976 112 575 976 112 40.9
N Sennett - 51 372 735 51 372 735 3.7
Total 32 232 954 627 350 242 659 583 196 46.9
3.2. The table in part I, paragraph 5.2.3 is amended as follows:
The interests of the directors of African Phoenix in enX’s shares as at the last practicable date were as
follows:
Direct Indirect % of issued share
Director Beneficial Beneficial Total capital
A Hannington - 10 987 129 10 987 129 6.0
O Mabandla - 2 045 275 2 045 275 1.1
W Chapman - 29 359 740 29 359 740 16.1
N Sennett - 6 776 332 6 776 332 3.7
Total - 49 168 476 49 168 476 26.9
3.3. The table in part I, paragraph 5.3.1 is amended as follows:
The interests of the directors of MCC Contracts in the MCC Contracts shares as at the last practicable date
were as follows:
Direct Indirect % of issued share
Director Beneficial Beneficial Total capital
A Hannington - 852 620 536 852 620 536 17.9
Total - 852 620 536 852 620 536 17.9
3.4. The table in part I, paragraph 5.3.3 is amended as follows:
The interests of the directors of MCC Contracts in enX’s shares as at the last practicable date were as
follows:
Direct Indirect % of issued share
Director Beneficial Beneficial Total capital
A Hannington - 10 987 129 10 987 129 6.0
Total - 10 987 129 10 987 129 6.0
4. Corrections to part II, paragraph 8 of the Circular
All information disclosed in part II, paragraph 8 of the Circular remains correct and accurate, save for the
following corrections:
4.1. The table in part II, paragraph 8.2.1 is amended as follows:
The table below sets out the direct and indirect beneficial holdings of enX shares by the directors in the
share capital of the Company as at the last practicable date, including any directors who have resigned
during the last 18 months:
Direct Indirect % of issued share
Director Beneficial Beneficial Total capital
A Hannington - 10 987 129 10 987 129 6.0
P Baloyi - 9 624 031 9 624 031 5.3
O Mabandla - 2 045 275 2 045 275 1.1
W Chapman - 29 359 740 29 359 740 16.1
R Lumb 60 000 - 60 000 0.0
Total 60 000 52 016 175 52 076 175 28.5
4.2. The table in part II, paragraph 8.2.3 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 % of issued share
Director Beneficial Beneficial Total capital
A Hannington - 1 395 1 395 0.0
O Mabandla 32 232 954 - 32 232 954 2.3
W Chapman - 575 976 112 575 976 112 40.9
Total 32 232 954 575 977 507 608 210 461 43.2
4.3. The table in part II, paragraph 8.2.6 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 % of issued share
Director Beneficial Beneficial Total capital
A Hannington - 852 620 536 852 620 536 17.9
Total - 852 620 536 852 620 536 17.9
5. Availability of amended Circular
Copies of the amended Circular containing the corrections detailed above are expected to be available for viewing
on enX’s website (www.enxgroup.co.za/circulars_/) from Wednesday, 27 April 2022 and may also be obtained
from the Company by sending a request to info@enxgroup.co.za.
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 importance of such information.
The Offerors accept responsibility for the information contained in this announcement and certifies 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.
26 April 2022
Transaction sponsor to enX
The Standard Bank of South Africa Limited
Corporate advisor to the Offerors
Java Capital
Date: 26-04-2022 05:31:00
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