enX GROUP LIMITED - Specific Issue of Share for Cash

Specific Issue of Share for Cash

ENX GROUP LIMITED
(formerly Austro Group Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2001/029771/06)
JSE share code: ENX ISIN: ZAE000195723
(“enX” or the “company”)


SPECIFIC ISSUE OF SHARES FOR CASH


Shareholders are advised that a subscription agreement has been entered into between enX, on the one hand, and each of Paul
Mansour, Jarrod Friedman and Christian Neuberger (the “subscribers”) on the other hand (the “subscription agreement”), in
terms of which the subscribers (or their nominees) will, subject to the fulfilment and/or waiver of certain conditions precedent,
subscribe for 7 629 694 enX shares (the “subscription shares”) for an aggregate subscription amount of R17 472 000 (the
“specific issue”).

In terms of the management agreement dated 18 April 2013 entered into between enX and Wild Rose Management Proprietary
Limited (formerly JFN Management Proprietary Limited) ("Wild Rose Management"), Wild Rose Management has become
entitled to an additional management fee of R35 490 000 payable by enX to Wild Rose Management in accordance with the terms
of the management agreement.

The subscribers, in their capacity as shareholders of Wild Rose Management, have become entitled to a portion of the aforesaid
management fee on terms and conditions agreed to between themselves and Wild Rose Management. In order to increase their
shareholding in enX and provide enX with additional capital in its existing business operations and to fund potential acquisitions,
the subscribers (or their nominees) will, subject to the fulfilment and/or waiver of certain conditions precedent, use a portion of
the management fee received by them to subscribe for the subscription shares.

The subscription price of R2.29 per subscription share (the “subscription price”) represents the 40 day volume weighted average
traded price (“VWAP”) per enX share as at 31 December 2015 and represents a 9.63% premium to the 30 day VWAP per enX
share at the date the subscription agreement was entered into.

As each of Paul Mansour and Jarrod Friedman are executive directors of enX and Christian Neuberger is a director of New Way
Power Proprietary Limited, Power O2 Proprietary Limited and Austro Proprietary Limited which are major subsidiaries of enX,
the specific issue of shares for cash is to non-public shareholders, as defined in paragraph 4.25 of the JSE Listings Requirements,
and to related parties, as described in paragraphs 10.1 to 10.3 of the JSE Listings Requirements.

The subscription agreement remains conditional upon:

-      enX shareholders approving the issue of the subscription shares to the subscribers in terms of section 41(1) of the
       Companies Act;
-      enX shareholders approving the issue of the subscription shares to the subscribers in terms of section 5.51 of the JSE
       Listings Requirements;
-      the JSE approving the circular and any other documentation required to be published and/or distributed by enX in terms of
       the JSE Listings Requirements for the purposes of the specific issue;
-      Wild Rose Management confirming in writing to enX that each subscriber (in his capacity as a shareholder of Wild Rose
       Management) has received as a distribution (as defined in the Companies Act) an amount equal to not less than the
       subscription price payable by that subscriber.

A circular containing details of the specific issue and convening a general meeting will be posted to enX shareholders in due
course.

26 January 2016


Corporate advisor and sponsor
Java Capital

Legal advisor
Edward Nathan Sonnenbergs Inc.

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