Try our mobile app
enX Group Limited (JSE:ENX) News - Firm intention announcement regarding a mandatory offer for enX shares
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”)
FIRM INTENTION ANNOUNCEMENT REGARDING A MANDATORY OFFER FOR ENX SHARES
1. Concert party arrangement and mandatory offer
Shareholders are advised that the Company has been informed that a concert party arrangement had been
established between MCC Contracts Proprietary Limited (“MCC Contracts”) and African Phoenix Investments
Limited (“African Phoenix”) in relation to any shares beneficially held from time to time by them in enX. MCC
Contracts and African Phoenix are collectively referred to as the “Concert Parties” or “Offerors”.
Subsequent to the Concert Parties coming into concert, African Phoenix purchased, by way of an off-market
transaction, 7 559 375 enX shares from Sunwood Trading & Investments Proprietary Limited at a cash price of
R5.60 per share (the “Sunwood Purchase”).
Prior to the Sunwood Purchase, the Concert Parties collectively held 61 305 360 enX shares, representing 33.63%
of the total enX shares in issue. As a result of the Sunwood Purchase, the Concert Parties have increased their
combined shareholding in enX to more than 35% and are accordingly able to exercise more than 35% of all the
voting rights attached to enX shares as contemplated in section 123(5) of the Companies Act 71 of 2008, as
amended (the “Companies Act”) and regulation 86(1) of the Companies Regulations, 2011 (the “Takeover
Regulations”). The Concert Parties are required to make a mandatory offer to all other enX shareholders to
purchase their shares at a price of R5.60 per share (the “Offer Consideration”) in terms of section 123 of the
Companies Act (the “Mandatory Offer”).
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 of the Mandatory Offer and constitutes a firm intention announcement
in terms of regulation 101 of the Takeover Regulations.
2. Information about the Offerors
MCC Contracts and African Phoenix are both investment holding companies.
3. Terms and conditions of the Mandatory Offer
The Mandatory Offer will be made in terms of section 117(1)(c)(vi) of the Companies Act and regulation 102 of
the Takeover Regulations. The material terms of the Mandatory Offer to be made by the Offerors to all enX
shareholders are as follows:
3.1. Offer consideration
The Mandatory Offer will be made for a cash consideration of R5.60 per enX share payable against
delivery of ownership of the relevant enX shares into the Offeror’s name.
3.2. Conditions precedent to the Mandatory Offer
The Mandatory Offer will not be subject to any conditions.
4. Ability to proceed with the Mandatory Offer
The Offerors have confirmed to the board of directors of enX (the “enX Board”) that the Offerors have sufficient
funds to fully satisfy the cash offer commitment. The Offerors have delivered to the Takeover Regulation Panel
an irrevocable unconditional guarantee issued by The Standard Bank of South Africa Limited in accordance with
Regulations 111(4) and 111(5) of the Takeover Regulations and in favour of enX shareholders for the sole purpose
of fully satisfying the Offerors’ cash offer commitments.
5. Beneficial interest in enX of the Offerors, persons related to the Offerors and/or persons acting in concert
with the Offerors
The Offerors have disclosed the following beneficial interests in enX held by the Offerors, persons related to the
Offerors and/or persons acting in concert with the Offerors:
Shareholder Number of shares % of issued shares
MCC Contracts 61 305 360 33.6
African Phoenix 7 559 375 4.2
Total 68 864 735 37.8
6. enX shareholder support
Irrevocable undertakings not to accept the Mandatory Offer have been received by the Offerors from the following
enX shareholders holding in aggregate 38 676 017 enX shares, representing 21.2% of all enX shares and 34.1%
of enX shares excluding enX shares held by the Offerors:
% of issued shares
Number of % of issued (excluding the shares
Shareholder shares shares held by the Offerors)
Samvenice Trading 1 Proprietary Limited 12 785 271 7.0 11.3
Ellerine Group Proprietary Limited 6 444 157 3.5 5.7
SBSA ITF SUI GENERIS LPFP H4 QHF 5 398 509 3.0 4.8
Eric Ellerine Trust Proprietary Limited 4 401 161 2.4 3.9
Brian Downs 1 818 181 1.0 1.6
Crimson Harvest 1 800 000 1.0 1.6
BSC Technologies Proprietary Limited 1 104 545 0.6 1.0
Bopdeen Investments Proprietary Limited 800 000 0.4 0.7
Westex International 772 330 0.4 0.7
Berkeley Capital 688 857 0.4 0.6
The Brent Hean Trust 672 330 0.4 0.6
enX Corporation Proprietary Limited 570 014 0.3 0.5
Richmark Holdings Proprietary Limited 445 456 0.2 0.4
Nedbank 370 000 0.2 0.3
Paul Mansour 232 324 0.1 0.2
Spigin Family Trust 100 000 0.1 0.1
Spigin 888 Investments 100 000 0.1 0.1
Finance Focus Proprietary Limited 97 700 0.1 0.1
Jacode Trust 75 182 0.0 0.1
Total 38 676 017 21.2 34.1
7. Appointment of the independent board and an independent expert
In accordance with the provisions of the Companies Act and the Takeover Regulations, an independent sub-
committee of the enX Board comprising Babalwa Ngonyama, Lerato Molefe and Vuyani Jarana (the
“Independent Board”) has been appointed to advise enX shareholders on the Mandatory Offer.
The Independent Board will appoint an independent expert for purposes of preparing an opinion in respect of the
Mandatory Offer, in accordance with the Takeover Regulations.
8. Posting of circular
A combined 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 regulations 102 and 106 of the Takeover Regulations, is
in the process of being prepared.
Shareholders will be advised of the posting of the circular and the opening date of the Mandatory Offer by means
of an announcement on SENS.
The Mandatory Offer will remain open for acceptance for at least 30 business days after the opening date of the
Mandatory Offer.
9. Responsibility statements
The enX 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 Offerors (to the extent that the information relates directly to 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.
28 January 2022
Corporate advisor and transaction sponsor
Java Capital
Date: 28-01-2022 05:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
