Wrap Text
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
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.
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