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enX GROUP LIMITED - Issuance of a limited indemnity and guarantee, notification in terms of section 45(5) of the Companies Act

Release Date: 22/02/2018 10:15
Code(s): ENX     PDF:  
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Issuance of a limited indemnity and guarantee, notification in terms of section 45(5) of the Companies Act

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”)

ISSUANCE OF A LIMITED INDEMNITY AND A GUARANTEE BY ENX, AND NOTIFICATION
IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 OF 2008


Limited indemnity with regards to CapLeverage Proprietary Limited (“CapLeverage”)

Shareholders are referred to the notice of annual general meeting dated 23 October 2017, which notice
contained, inter alia, a special resolution passed by the requisite majority of shareholders at the annual general
meeting held on 13 February 2018 (“AGM”), approving the extension of the existing indemnity provided by
enX to Samvenice Trading 1 Proprietary Limited (“Samvenice”), a wholly-owned subsidiary of CapLeverage
(“the New enX Indemnity”).

The New enX Indemnity, which supersedes and replaces the existing enX indemnity, will indemnify each of
CapLeverage’s shareholders for an extended period (until 31 August 2021) from and against any claim made
against them, provided that such claim arose from an act or omission of enX, the conduct of its business, its
financial performance or the impact of its share price. In terms of the New enX Indemnity, enX's liability
thereunder shall at all times be limited to only such portion of the claims which exceed the sum of
(i) R5 000 000 and (ii) the amount of any enX distributions made since the effective date of the
CapLeverage shareholders’ guarantee, which have not already been paid over to the Industrial Development
Corporation of South Africa Limited prior to the relevant claim, in aggregate, as further detailed in the circular
to shareholders issued on 15 June 2015. Full details of the New enX Indemnity are contained in the AGM
notice posted to shareholders on 29 November 2017.

The New enX Indemnity constitutes financial assistances by enX as contemplated in section 45 of the
Companies Act, 71 of 2008 (“Companies Act”) and shareholders are accordingly advised that the board of
directors of enX (“the Board”) has approved the provision of financial assistance by the Company to
Samvenice, in connection with its acquisition of shares in the Company, and to its directors, in the form of
and in accordance with the provisions of the New enX Indemnity.

The New enX Indemnity will support the Company in retaining its empowerment ownership credentials.

Guarantee to ExxonMobil Petroleum & Chemical, BVBA (“ExxonMobil”)

The Board has further agreed to provide a guarantee (“the ExxonMobil Guarantee”) on behalf of African
Group Lubricants Proprietary Limited and Centlube Proprietary Limited, wholly-owned subsidiaries of enX,
(“the Guaranteed Companies”) in favour of ExxonMobil for the supply, or causing to be supplied, to the
Guaranteed Company and/or its associated companies from time to time, petroleum, petrochemical and/or
related products, provided always that the maximum liability guaranteed shall not exceed the aggregated sum
of US $13 500 000. The ExxonMobil Guarantee is subject to approval by the South African Reserve Bank
and a further announcement will be made once approval is obtained.

Section 45(5) Notice

Notice is hereby given that, in terms of the provisions of section 45(5) of the Companies Act, and pursuant to
the relevant special resolution passed at the AGM, the Board has adopted a resolution to provide financial
assistance in the form of the New enX Indemnity and the ExxonMobil Guarantee, which both constitute direct
and/or indirect financial assistance in terms of the provisions of section 45 of the Companies Act.
In accordance with section 45(3)(b) of the Companies Act, the Board is satisfied and acknowledges, in respect
of the financial assistance granted, that:

-   the Company will satisfy the solvency and liquidity test as set out in section 4 of the Companies Act
    immediately after providing the financial assistance; and
-   the terms under which the financial assistance is to be given are fair and reasonable to enX.

22 February 2018

Sponsor
Java Capital

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