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Posting of circular and notice of general meeting
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 CIRCULAR AND NOTICE OF GENERAL MEETING
1. Posting of circular and notice of general meeting
Shareholders are referred to the announcements released on SENS on 18 April 2017 and 21 June 2017 and are
advised that enX has, on Tuesday, 11 July 2017 posted a circular to enX shareholders (the “circular”) relating
to the restructure and recapitalisation of eXtract Group Limited (“eXtract”) (the “restructure”) which includes,
inter alia:
- the delegation by MCC Contracts Proprietary Limited (“MCC”) to enX of its debt owing to Eqstra
Corporation Limited (“Eqstra Corporation”) under the first mezzanine loan agreement entered into
between MCC and Eqstra Corporation to the value of R876 112 358 less an excluded amount of
R250 000 000;
- the voluntary redemption by MCC of the MCC preference shares held by enX for R600 million;
- the set-off of various inter-company loans between eXtract and MCC through the issue of 1 002 234 000
new MCC shares equal in value to R501 117 000;
- the subscription by enX for MCC shares to the value of R1 877 585 979 and the set-off of MCC's
aggregate indebtedness to enX against the subscription price payable by enX for such MCC shares;
- the exchange by enX of all of the MCC shares held by it for 3 755 171 958 new eXtract shares at 50 cents
per eXtract share; and
- the subsequent unbundling and distribution by enX of 3 861 041 279 eXtract shares to enX shareholders
in the ratio of 21.39799 eXtract shares for every one enX share held (the “unbundling”).
The circular contains a notice convening a general meeting of enX shareholders to be held at 11:00 on
Thursday, 10 August 2017 at the company’s registered office (61 Maple Street, Pomona, Kempton Park, 1619)
for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions required
to approve, inter alia, the restructure and unbundling.
Copies of the circular are available on the company’s website at www.enxgroup.co.za and may also be obtained
from the offices of enX, situated at 61 Maple Street, Pomona, Kempton Park, 1619 during normal office hours
until 10 August 2017.
2. Salient dates and times
2017
Record date to receive circular (together with the notice convening the general
meeting) Friday, 30 June
Circular (together with the notice convening the general meeting) posted Tuesday, 11 July
Announcement relating to the issue of the circular (together with the notice
convening the general meeting) released on SENS Tuesday, 11 July
Announcement relating to the issue of the circular (together with the notice
convening the general meeting) published in the press Wednesday, 12 July
Last day to trade in order to be eligible to vote at the general meeting Tuesday, 25 July
Voting record date Friday, 28 July
Last day forms of proxy should be lodged with the transfer secretaries for the general
meeting (by 11:00), failing which forms of proxy may be handed to the chairman at
any time Monday, 7 August
General meeting held at 11:00 Thursday, 10 August
Results of the general meeting released on SENS Thursday, 10 August
Special resolutions and CIPC documents for eXtract relating to the consolidation and Friday, 11 August
the authorised share increase submitted to CIPC on
Expected date special resolution for eXtract relating to the consolidation and the
authorised share increase filed by CIPC Friday, 25 August
Expected date the restructure is implemented Monday, 28 August
Expected date the unbundling finalisation announcement is released on SENS by
11:00 on Tuesday, 29 August
Expected last day to trade in enX shares in order to participate in the unbundling Tuesday, 5 September
Expected date trading in enX shares ‘ex’ the entitlement to receive the unbundled
eXtract shares commences Wednesday, 6 September
Expected date the price for fractional entitlements and the ratio apportionment of
expenditure and market value in respect of the unbundling is announced on SENS by
11:00 on Thursday, 7 September
Expected record date for the unbundling at close of business on Friday, 8 September
Expected date dematerialised enX shareholders will have their accounts at their
CSDP or broker updated to reflect the unbundled eXtract shares Monday, 11 September
Expected date of issue of new eXtract share certificates to certificated enX
shareholders, provided that the old share certificates have been lodged by 12:00 on
Friday, 8 September 2017 (share certificates received after this time will be posted
within 5 business days of receipt) Monday, 11 September
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. Shareholders should note that as transactions in enX shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place three business days after such trade. Therefore, shareholders who acquire enX shares after
Tuesday, 25 July 2017 will not be eligible to vote at the general meeting.
4. In order to ensure an orderly arrangement of affairs at the general meeting, forms of proxy should be lodged with the transfer
secretaries by 11:00 on Monday, 7 August 2017, failing which forms of proxy may be handed to the chairman at any time.
5. If the general meeting is adjourned or postponed, forms of proxy submitted for the initial general meeting will remain valid in
respect of any adjournment or postponement of the general meeting.
11 July 2017
Corporate advisor and sponsor Legal advisor to enX Independent reporting accountants
Java Capital enS Africa Deloitte & Touche
Date: 11/07/2017 04:03:00 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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