eXtract GROUP LIMITED - Waiver of mandatory offer

Waiver of mandatory offer

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


WAIVER OF MANDATORY OFFER


Shareholders are referred to the announcements released on SENS relating to, inter alia, the restructure and
recapitalisation of eXtract (“the restructure”) and the approval of a waiver in terms of Regulation 86(4) of the Takeover
Regulations from enX Group Limited (“enX”) having to make a mandatory offer to the remaining eXtract shareholders
(“the waiver”), the last of which announcements were released on SENS on 11 August 2017.

The resolution approving the waiver was approved by more than 50% of the independent shareholders of eXtract, being
eXtract shareholders other than enX and its associates in terms of Regulation 86(4) of the Takeover Regulations to the
Companies Act, 2008 (the “waiver resolution”). Following the approval of the waiver resolution, an application was
made to the Takeover Regulation Panel (“TRP”) for an exemption from the obligation of enX (and its associates) to
make a mandatory offer to the holders of the remaining eXtract shareholders (the “TRP waiver ruling”). eXtract
shareholders are informed that the TRP has granted the TRP waiver ruling.

The reasons for granting the TRP waiver ruling are available from the TRP on request by any shareholder. Any such
request must be made in writing and addressed to “The Executive Director, Takeover Regulation Panel” at any of the
addresses indicated. Shareholders are also advised that they may request the Takeover Special Committee to review the
TRP waiver ruling within five business days of the publication of this announcement (i.e. not later than Monday,
28 August 2017).

The TRP waiver proceedings will be regarded as complete (i) after the expiry of the aforesaid five business day period
if no shareholder/s requests the Takeover Special Committee to review the TRP waiver ruling or (ii) on the date that the
Takeover Special Committee confirms the TRP waiver ruling if shareholder/s requests the Takeover Special Committee
to review the TRP waiver ruling.

Thereafter, the restructure will remain conditional upon:

-       eXtract achieving certain commercial milestones regarding the disposal of its excess assets in terms of the excess
        asset disposals, including, inter alia, the conclusion of the Tharisa transaction;
-       the majority of lenders consenting in writing to the restructure;
-       the signature of an intra-day bridge loan agreement with a third-party bank to enable MCC Contracts Proprietary
        Limited (“MCC”) to voluntarily redeem the MCC preference shares in cash;
-       the agreements between eXtract, its lenders, MCC, enX and Eqstra Corporation Limited 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; and
-       the South African Revenue Service furnishing a binding advanced tax ruling in respect of the tax effect and
        consequences of the restructure, which is not adverse to the parties to the restructure.

A further announcement will be released on SENS once the above conditions precedent have been fulfilled and the
restructure implemented.

21 August 2017

Joint corporate advisor and sponsor      Joint corporate advisor                  Legal advisor to eXtract
Java Capital                             BSM Black                                enX Africa

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