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Disposal of Impact Fork Trucks Limited and withdrawal of cautionary
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”)
DISPOSAL OF IMPACT FORK TRUCKS LIMITED AND WITHDRAWAL OF CAUTIONARY
1. Introduction
Shareholders are referred to the cautionary announcement published on SENS on 18 November 2020, which was
renewed on 4 January 2021, 15 February 2021 and 26 March 2021, advising that enX had received a non-binding
expression of interest for the acquisition of 100% of the issued share capital of a major subsidiary of the Company.
Shareholders are advised that enX (as the parent) has entered into a share purchase agreement (the “transaction
agreement”) with its wholly owned subsidiary enX Leasing Investments Proprietary Limited (the “seller”) and
Aprolis Holdings SAS (the “purchaser”) for the disposal by the seller of 100% of the issued share capital of
Impact Fork Trucks Limited (“Impact Handling (UK)”) for the disposal consideration (the “disposal”), as set
out in paragraph 3 below and subject to the satisfaction or waiver of the conditions precedent set out in
paragraph 4 below.
The purchaser is engaged in the provision of handling solutions to customers, with operations in France, Belgium,
Luxembourg, Spain, Portugal and China and engages in the sale, rental and maintenance of the material handling
equipment it supplies. The purchaser is a wholly owned subsidiary of Monnoyeur SAS, which in turn is part of
the Monnoyeur Group, a French family-owned business engaged in the provision of capital goods for
construction, energy production and motorisation, agricultural machinery, handling solutions and digitalisation
of construction. The Monnoyeur Group operates in various countries throughout Europe and North Africa.
Neither the purchaser nor any member of the Monnoyeur Group has any presence or activities in the UK. The
purchaser views the acquisition of Impact Handling (UK) as an attractive opportunity to add the UK to its existing
territorial footprint and increase distribution volumes of products and a brand in which it has significant expertise.
2. Rationale for the disposal
Impact Handling (UK) provides distribution, rental and value-added services for industrial and materials handling
equipment in the UK. Impact Handling (UK) is the exclusive distributor for Cat Lift Trucks and Konecranes
heavy duty forklifts and container handling equipment in the UK.
The disposal represents an attractive opportunity for the Company to monetise its investment at a valuation that
the board of directors of enX (the “Board”) believes fairly reflects the future prospects and cash flows of the
business. The disposal also allows enX to realise its investment in Impact Handling (UK) at a valuation that the
Board believes is higher than that incorporated in the enX share price.
Impact Handling (UK) is a standalone business in the UK. There are no synergies, shared operations or joint
management between the Southern African industrial and materials handling business (EIE SA), the enX Group
and Impact Handling (UK). As a result, the disposal of the business can be achieved without undue operational
disruption or loss of economies of scale. Furthermore, the disposal consideration will strengthen the financial
position of enX.
The disposal consideration will be used to reduce group debt.
3. Terms of the disposal
The effective date of the disposal is the completion date, being a date after the fulfilment or waiver, as the case
may be, of the conditions precedent, as detailed below, which is required to take place on or prior to 30 June 2021
(the “longstop date”).
The agreed disposal consideration for Impact Handling (UK) is £31 000 000 (approximately R619.1 million) plus
the profit after tax of Impact Handling (UK) from 1 September 2020 until the completion date, subject to a
maximum disposal consideration of £33 000 000 (approximately R659.0 million).
The seller has agreed to compensate the purchaser for any leakage that occurs outside of the ordinary course of
business or that is directly related to the implementation of the disposal up to and including the completion date.
enX has undertaken not to compete with the material handling business carried on by Impact Handling (UK) and
its subsidiaries in the UK and/or Ireland.
4. Conditions precedent
The implementation of the disposal remains subject to the fulfilment and/or waiver of the following conditions
precedent by no later than the longstop date, as the case may be:
- enX shareholders approving the disposal, as well as a special resolution in terms of section 44 of the
Companies Act No 71 of 2008 approving any financial assistance given by the Company for the purpose
of, or in connection with, the disposal;
- Impact Handling (UK)’s bankers confirming that they will not be terminating Impact Handling (UK)’s
banking facilities as a result of the change of control of the company; and
- all applicable regulatory and statutory approvals for the implementation of the disposal having been
obtained from the Competition and Markets Authority of the United Kingdom, the FCA in the United
Kingdom and the JSE.
The transaction agreement contains certain warranties and indemnities standard for a transaction of its nature.
Furthermore, enX Leasing Investments has given standard interim undertakings regarding the manner in which
Impact Handling (UK) and its subsidiaries conduct their business. All such warranties, indemnities and
undertakings are subject to mutually agreed limitation of liability regime which is normal for a transaction of this
nature.
enX has agreed to guarantee all the obligations of the seller under the transaction agreement and any other
agreement or document entered into between the purchaser, the seller and/or Impact Handling (UK) or any or its
subsidiaries in connection with the disposal.
5. Financial information
The value of the net assets of Impact Handling (UK) as at 31 August 2020 was R552.2 million (£24.4 million).
The net profit after tax attributable to enX Group of Impact Handling (UK) for the year ended 31 August 2020
was R41.1 million (£1.8 million).
The above financial information has been extracted from the audited results of Impact Handling (UK) for the year
ended 31 August 2020, which were prepared in terms of IFRS.
6. Categorisation of the disposal
The disposal is classified as a category 1 transaction in terms of the JSE Listings Requirements and, accordingly,
requires shareholder approval. Full details of the disposal, together with, inter alia, the pro forma financial effects
of the disposal will be included in a circular to be distributed to shareholders in due course. The salient dates and
times relating to the disposal will be released on SENS and published in the press at the time of the posting of the
circular.
7. Withdrawal of cautionary
Shareholders are advised that caution is no longer required to be exercised when dealing in enX shares.
15 April 2021
Transaction sponsor
Java Capital
Date: 15-04-2021 09:00:00
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