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eXtract GROUP LIMITED - eXtract/enX - Further joint announcement regarding the restructure and recapitalisation of eXtract

Release Date: 21/06/2017 08:54
Code(s): EXG ENX     PDF:  
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eXtract/enX - Further joint announcement regarding the restructure and recapitalisation of eXtract

EXTRACT GROUP LIMITED                                  ENX GROUP LIMITED
(previously Eqstra Holdings Limited)                   (Incorporated in the Republic of South Africa)
(Incorporated in the Republic of South Africa)         (Registration number 2001/029771/06)
(Registration number 1998/011672/06)                   JSE share code: ENX ISIN: ZAE000222253
JSE share code: EXG   ISIN: ZAE000223202               (“enX”)
(“eXtract”)


FURTHER JOINT ANNOUNCEMENT REGARDING THE RESTRUCTURE AND RECAPITALISATION OF EXTRACT


1.     AMENDMENT OF THE RESTRUCTURE AGREEMENT

       Shareholders of enX and eXtract are referred to the joint announcement released on SENS on 18 April 2017
       regarding, inter alia, the restructure and recapitalisation of eXtract (“the restructure”).

       Shareholders are informed that enX, Eqstra Corporation Limited (“Eqstra Corp”), a wholly-owned subsidiary
       of enX, eXtract and MCC Contracts Proprietary Limited (“MCC”), a wholly-owned subsidiary of eXtract have
       concluded addenda (the “restructure addenda”) to vary the restructure agreement signed on 13 April 2017 (the
       “restructure agreement”).

       Pursuant to the restructure addendum:

       -     instead of MCC repaying all but R22 million of all amounts owing by MCC to Eqstra Corp, MCC will
             remain indebted to Eqstra Corp after the restructure in an amount of R250 million and R1.878 billion of
             debt owing by MCC will be discharged effectively by enX subscribing for new ordinary shares in MCC
             at a subscription price of R1.878 billion. Thereafter enX will dispose of such new MCC shares to eXtract
             for an equivalent number of new eXtract shares in an asset for share transaction under section 42 of the
             Income Tax Act; and

       -     the number of eXtract shares that enX will receive pursuant to the asset for share transaction will be
             reduced from 5 213 202 682 eXtract shares (issued at 40.38 cents per share) to 3 755 171 958 eXtract
             shares (issued at 50 cents per share) (the “revised subscription price”). The revised subscription price
             was increased by 9.62 cents per eXtract share in order to ensure that pursuant to the restructure addenda,
             eXtract shareholders are kept in approximately the same position, on a net asset value per share basis, as
             they were prior to the conclusion of the restructure addenda.

       As a consequence of the above changes, provided for in the restructure addenda, the number of eXtract shares to
       be unbundled by enX to enX shareholders will be reduced from 5 314 602 682 eXtract shares to 3 861 041 279
       eXtract shares. The shares to be unbundled include 101 400 000 eXtract shares held by enX and 4 496 321
       eXtract shares currently held by Eqstra Corp. This equates to an unbundling of 21.39799 eXtract shares for
       every enX share held.

       In terms of the restructure addenda, the restructure agreement is conditional upon the agreements between
       eXtract, its lending consortium, MCC, enX and Eqstra Corp being amended to capture the terms of a repayment
       waterfall in respect of the cash to be received by eXtract and MCC from the disposal of excess assets.

       The R250 million that remains owing by MCC to Eqstra Corp will strengthen enX’s balance sheet and support
       enX's goal towards achieving an A rated debt capital markets program. This will further support enX's
       initiatives to diversify its sources of funding. The eXtract board believes that the capital that will remain in
       eXtract, after repaying all debt, will be sufficient for it to pursue its objective of transforming eXtract into an
       opportunistic investment fund.

2.     UPDATE ON THE CIRCULARS AND REVISED LISTING PARTICULARS

       enX shareholders are informed that it is anticipated that a circular detailing the terms of the restructure and
       unbundling will be sent to enX shareholders on or before 14 July 2017.

       eXtract shareholders are informed that it is anticipated that a circular detailing the terms of the restructure and
       the disposal of excess assets as well as revised listing particulars for eXtract will be sent to eXtract shareholders
       on or before 14 July 2017.

3.     FINANCIAL INFORMATION

       Further announcements setting out the pro forma financial information pertaining to the restructure for enX and
       eXtract will be released on SENS separately hereafter.

4.     INVESTOR CALL

       eXtract management will be holding an investor call on 21 June 2017at 16:00 (CAT). The dial-in details for the
       call are:

       South Africa                                           010 201 6800 / 011 535 3600
       USA and Canada (Toll Free)                             1 855 481 5362
       UK (Toll Free)                                         0 808 162 4061

       Participants may ask to be joined into the ‘eXtract Investor call’.

       Shareholders are advised that a copy of the eXtract Resources Fund investor presentation, which contains
       updated information on the proposed Investment Fund, will be available before the call on eXtract’s website
       (www.extractgroup.com).

21 June 2017


Sponsor to enX and eXtract                                 
Corporate advisor to enX
Joint corporate advisor to eXtract
Java Capital

Joint corporate advisor to eXtract                                                                                      
BSM Black
                      
Legal advisor to enX and eXtract
enS Africa


For further information, please contact:
eXtract Group Limited
Clinton Halsey                                                           +27(0) 11 990 6700        +27(0) 83 289 5422
                                                                         clinton@2tp.co.za
FTI Consulting
Frank Ford                                                               +27(0)21 487 9022         +27(0)767 881 926
                                                                         frank.ford@fticonsulting.com
enX Group Limited
Paul Mansour                                                             +27(0)72 286 3897
                                                                         paul.mansour@enxgroup.co.za

Date: 21/06/2017 08:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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