enX Group Limited (JSE:ENX) News - Posting of Combined Offer 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”)


POSTING OF COMBINED OFFER CIRCULAR


1.    Introduction
      Shareholders are referred to the firm intention announcement released on the Stock Exchange News Service on
      Friday,28 January 2022 regarding a mandatory offer for enX Shares by MCC Contracts Proprietary Limited and
      African Phoenix Investments Limited (collectively the “Offerors”), acting in concert, regarding the proposed
      acquisition of the remaining shares in enX at an offer consideration of R5.60 per share (the “Offer
      Consideration”) in terms of section 123 of the Companies Act 71 of 2008 (the “Mandatory Offer”).

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 and the
      fair and reasonable opinion prepared by the Independent Expert, being BDO Corporate Finance Proprietary
      Limited), as contemplated in regulations 102 and 106 of the Takeover Regulations, will be distributed today,
      Friday, 8 April 2022 (the “Circular”).

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:
                                                                                                                                    2022
        Circular together with the accompanying form of acceptance, surrender                                              Friday, 8 April
        and transfer (blue) posted to enX shareholders on
        
        Announcement relating to the issue of the Circular and the Mandatory                                               Friday, 8 April
        Offer released on SENS on

        Mandatory Offer opens at 09:00                                                                                    Monday, 11 April
        
        Announcement relating to the issue of the Circular and the Mandatory                                              Monday, 11 April
        Offer published in the press on

        Expected last day to trade in enX shares on the JSE in order to participate                                        Tuesday, 31 May
        in the Mandatory Offer

        Expected date on which the shares trade “ex” the Mandatory Offer                                                 Wednesday, 1 June
        
        Expected date on which the Mandatory Offer closes at 12:00 on                                                       Friday, 3 June
        
        Record date on which enX shareholders must hold enX shares in order to                                              Friday, 3 June
        accept the Mandatory Offer

        Results of the Mandatory Offer announced on SENS                                                                    Monday, 6 June
        
        Mandatory Offer consideration paid to offer participants, with the last                                             Monday, 6 June
        payment on

        Results of the Mandatory Offer published in the press                                                              Tuesday, 7 June
       
       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, 1 June 2022 and Friday, 3 June 2022, both days inclusive.
       4. The mandatory offer must remain open for at least 30 business days after the opening date.

4.    Copies of the Circular
      Due to the COVID-19 pandemic and the resultant lockdown regulations, hard copies of the Circular will not be
      available at the registered address of the Company. The Circular will only be available on enX’s website at
      www.enxgroup.co.za/circulars_/.

5.    enX 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 importance of such information.

6.    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.

7.    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 importance of such information.

8 April 2022


Transaction Sponsor to enX
The Standard Bank of South Africa Limited

Corporate advisor to the Offerors
Java Capital

Legal advisor to Enx
Bowman Gilfillan Inc.

Independent expert to enX
BDO Corporate Finance Proprietary Limited

Date: 08-04-2022 10:00:00
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