General SENS Submitter Company - GEN General enX Corporation Limited (enX) - Public Censure imposed by the JSE on enX?

GEN – General – enX Corporation Limited (“enX”) - “Public Censure imposed by the JSE on enX”

GEN – General – enX Corporation Limited
Censure imposed by the Johannesburg Stock Exchange (“JSE”) on enX Corporation Limited (“enX”)


The JSE wishes to inform stakeholders of the following findings in respect of enX:


1.   enX amended the terms and conditions relating to redemption periods of the following notes: ENX01; ENX01S;
     ENX02; ENX04; ENX06; EQS06; and EQS10. The provisions of the Debt Listings Requirements requires issuers to
     obtain conditional formal approval of the amendments from the JSE prior to distributing such amendments to
     noteholders for approval. Instead, enX made a conscious decision to directly email a notice to each noteholder
     on 17 March 2020, seeking approval of the amendments by extraordinary written resolution without JSE
     approval and in doing so, omitted to release a SENS announcement with details of the proposed written
     resolutions within 24 hours after the notification of the proposed written resolutions was distributed to
     noteholders. In addition hereto, so as not to ethically compromise their debt sponsor, enX chose not to consult
     with their debt sponsor nor make them aware of this decision prior to execution.


2.   The noteholders written approval of the amendment resolutions was received by enX on 19 March 2020. enX
     subsequently published several SENS announcements on 26 March 2020 regarding the amendments and the
     voting results of the amendment resolutions, which announcements were required to be released within 48
     hours of enX receiving written responses from noteholders on the amendment resolutions, and enX failed to
     do so.


3.   Accordingly, the JSE found enX to be in breach of the following paragraphs of the JSE’s Debt Listings
     Requirements:
     (a)   paragraph 7.26(b)(i) which requires an issuer to first obtain conditional formal approval on amendments
           made to an issuer’s process document;
     (b) paragraph 7.26(b)(vi) which requires an issuer, in the case of written resolutions, to announce on SENS
           the proposed written resolutions, within 24 hours after the notice of the written resolutions has been
           distributed to the relevant holders of debt securities; and
     (c)   paragraph 7.26(b)(viii) which requires an issuer to announce on SENS the details of the voting results in
           respect of the proposed written resolutions, within 48 hours of receipt of the responses on the written
           resolutions from the relevant holders of the debt securities.


4.   Interest rate issuers have a duty to comply with the Debt Listings Requirements at all times. Compliance with
     the Debt Listings Requirements is aimed at ensuring investors and potential investors receive relevant and
     important information timeously to allow investors to make informed decisions; and is simultaneously aimed
     at investor protection and investor confidence. Debt sponsors play a critical role in assisting and guiding issuers
     in complying with the Debt Listings Requirements and must be consulted, especially on matters which require
     investors to exercise important voting rights. SENS announcements must be published timeously and within
     the required timeframes of the Debt Listings Requirements to ensure that investors and potential investors are
     made aware of pertinent changes that are being proposed by an issuer. The JSE finds it unacceptable that enX
     consciously chose not to comply with the Debt Listings Requirements and to further not involve their debt
     sponsor in the amendment process of the abovementioned notes.


5.   For these reasons and with reference to the JSE’s findings of breach, the JSE has decided to impose this public
     censure against enX.



27 August 2020

Date: 27-08-2020 11:00:00
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