ENX CORPORATION LIMITED - BIEQS1 - Notice to Bondholders regarding an Announcement Released by Enx Group in relation to the Transaction

BIEQS1 - Notice to Bondholders regarding an Announcement Released by Enx Group in relation to the Transaction

enX Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1984/007045/06)
Company code: BIEQS1
(“enX” or “the Issuer”)


NOTICE TO BONDHOLDERS REGARDING AN ANNOUNCEMENT RELEASED BY ENX GROUP LIMITED IN
RELATION TO THE DIVESTMENT OF EQSTRA FLEET MANAGEMENT AND LOGISTICS

Bondholders are referred to the announcement released by enX Group Limited, a guarantor to the
Issuer’s ZAR 4 000 000 000 Domestic Medium Term Note Programme (“Programme”), (“enX Group”)
on SENS on Monday, 15 July 2019, which related to the divestment of the Eqstra Fleet Management
and Logistics business (“EFML”) (“Disposal Announcement”).

The Disposal Announcement confirmed that the enX Group board of directors had entered a definitive
subscription agreement with Bidvest Bank Limited and the Bidvest Group Limited (collectively referred
to as “Bidvest”) for the divestment of certain legal entities in which the EFML business is conducted
(“the Transaction”).

Impact of the Transaction on bondholders:

Some of the entities to be sold as part of the Transaction are subsidiary guarantors to the Programme.
As such, the disposal of these entities constitutes an amendment to the Subsidiary Guarantee (as
defined in the Programme), which amendment will require approval from bondholders.

In addition, certain conditions precedent to the Transaction require that all outstanding notes issued
in terms of the Programme are redeemed and that the Programme is terminated. The pricing
supplements (“Relevant Pricing Supplements”) of the EQS06, EQS10, ENX01 and ENX01S notes
(“Relevant Notes”) do not include an option for the Issuer to early redeem the Relevant Notes and
therefore require an amendment to the Relevant Pricing Supplements to achieve this. The ENX02,
ENX04, ENX05 and ENX06 notes contain a Disposal Event provision (as defined in the pricing
supplements), which will allow the Issuer to early redeem these Notes once the Transaction becomes
unconditional. enX will be in contact with the holders of the Relevant Notes to discuss the necessary
amendments.

The Issuer will call bondholder meetings in accordance with the Programme, to approve the above-
mentioned amendments. Bondholders are advised that these amendments will only become effective
to the extent that the Transaction becomes unconditional in accordance with its terms.


16 July 2019

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 16/07/2019 02:25:00
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