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Firm Intention Announcement regarding the disposal by enX of the New Way Power Business and the enX Ventures Letting
ENX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2001/029771/06)
Share code: ENX
ISIN: ZAE 000222253
Listed on the General Segment of the Main Board
("enX" or "the Company" or including its
subsidiaries "the Group")
FIRM INTENTION ANNOUNCEMENT REGARDING THE DISPOSAL BY ENX OF THE NEW
WAY POWER BUSINESS AND THE ENX VENTURES LETTING ENTERPRISE
1. INTRODUCTION
1.1. enX shareholders ("Shareholders") are advised that enX, two of its wholly owned
subsidiaries, being enX Trading Investments (Pty) Ltd ("enX Trading") and enX
Ventures PL (Pty) Ltd ("enX Ventures"), New Way Power (Pty) Ltd ("NWP"), a
wholly owned subsidiary of enX Trading (enX Ventures and NWP collectively
being "the Sellers"), PR Industrial S.r.l ("PRI") and GPR South Africa (Pty) Ltd
("GPR" or "the Purchaser") have entered into a Sale of Business and Letting
Enterprise Agreement ("the Agreement"), pursuant to which NWP will sell to GPR
the business carried on by NWP ("NWP Sale Business") as a going concern, and
enX Ventures will sell to GPR the manufacturing site used by NWP in respect of
the NWP Sale Business ("Manufacturing Site"), together with the lease
agreement in terms of which enX Ventures leases the manufacturing site to NWP
("2025 Lease"), as a going concern ("enX Ventures Letting Enterprise")
(collectively "the Transactions").
1.2. The NWP Sale Business constitutes the largest asset in the enX portfolio, and
accordingly the Transactions, if implemented, constitute a disposal by enX (and
its subsidiaries enX Trading and enX Ventures, and NWP, a wholly owned
subsidiary of enX Trading) of the greater part of its assets or undertaking as
contemplated in section 112 (read with section 115) of the Companies Act, No 71
of 2008, as amended ("Companies Act") and will therefore constitute an "affected
transaction" within the meaning of section 117(1) (c)(i) of the Companies Act and
as such be regulated by the Takeover Regulation Panel ("TRP") in terms of the
Companies Act and the takeover regulations set out in Chapter 5 of the
Companies Regulations, 2011 ("Takeover Regulations").
1.3. Accordingly, this Firm Intention Announcement confirms the firm intention by GPR
to purchase the NWP Sale Business and the enX Ventures Letting Enterprise in
the manner set out herein.
2. INFORMATION ABOUT THE NWP SALE BUSINESS AND THE ENX VENTURES LETTING ENTERPRISE
2.1. The NWP Sale Business forms part of the power segment of enX and provides
power solutions across Southern Africa, encompassing the design, manufacture,
service, rental and maintenance of prime and standby power solutions (primarily
generators), monitoring and controls, the aftermarket part supply for prime and
standby power generators, as well as renewable energy solutions. NWP is the
owner and operator of the NWP Sale Business.
2.2. The enX Ventures Letting Enterprise consists of the Manufacturing Site and the
2025 Lease which are being sold to GPR as a single indivisible package. The
Manufacturing Site is owned by enX Ventures and enX Ventures currently leases
the Manufacturing Site to NWP in terms of the 2025 Lease.
3. INFORMATION ABOUT GPR
3.1. GPR is a wholly owned subsidiary of PRI, which is a wholly owned subsidiary of
Generac Power Systems. Inc., and which in turn is a wholly owned subsidiary of
Generac Holdings Inc. ("Generac"). The Generac group of companies is a global
provider of power generation and energy technology solutions.
3.2. GPR is the sole offeror and is not acting in concert with any other party in terms
of the Transactions, as such terms are contemplated in the Companies Act and
the Takeover Regulations.
3.3. The ultimate beneficial owner of PRI is Generac, a company listed on the New
York Stock Exchange.
4. RATIONALE FOR THE TRANSACTIONS
4.1. The Transactions are in line with the Company's strategy of increasing
shareholder value by growing underlying businesses and strategically disposing
of those businesses to unlock value for Shareholders, where suitable
opportunities arise.
4.2. The Company's rationale for the Transactions are as follows:
4.2.1. the Transactions represent an attractive opportunity to monetise the NWP Sale
Business and the enX Ventures Letting Enterprise at a value that, in the opinion
of enX management, reflects an appropriate strategic valuation having regard
to prevailing market conditions, operational risks and future capital
requirements of the NWP Sale Business and the enX Ventures Letting
Enterprise;
4.2.2. the Transactions provide enX with an opportunity to realise value from the
power segment at a time when market conditions and reduced levels of
loadshedding have moderated earnings in the sector. The Generac group is a
global strategic operator with the scale and operational capability to further
develop the business. The Transactions also contemplate certain transition and
continuity arrangements intended to support implementation certainty and
operational continuity following closing; and
4.2.3. the Transactions are also expected to reduce future operational and working
capital risk for the Group while supporting the Company's strategy of returning
surplus capital to shareholders.
4.3. Following implementation of the Transactions, the Group will receive cash
proceeds which will be settled in the manner set out in paragraph 5.3 below. The
Board currently intends, subject to the Group's ongoing liquidity, solvency and
working capital requirements, to return surplus cash to Shareholders in a manner
broadly consistent with the previous disposal undertaken by enX. Shareholders
are advised, however, that the return of surplus cash is expected to occur in
phases over a period of time, having regard to, inter alia, the receipt and timing
of proceeds from the Transactions, the orderly wind-down of certain retained
operations and entities, the collection of debtors, the settlement of creditors and
other liabilities, retention and warranty related obligations, taxation and the
maintenance of appropriate liquidity reserves. Accordingly, while the Board
intends to return surplus cash to shareholders as promptly as reasonably
practicable, the quantum, form and timing of such distributions will be determined
by the Board from time to time taking into account the Group's actual cash
realisations, financial position and ongoing obligations following the
implementation of the Transactions.
5. TERMS OF THE TRANSACTIONS
5.1. Overview of the Transactions
5.1.1. In terms of the Agreement –
5.1.1.1. NWP will, subject to the fulfilment, or where applicable the waiver, of the
relevant suspensive conditions, sell the NWP Sale Business to GPR, as a going concern;
5.1.1.2. enX Ventures will, subject to the fulfilment, or where applicable the waiver, of
the relevant suspensive conditions, sell the enX Ventures Letting Enterprise to
GPR, as a going concern; and
5.1.1.3. the NWP Sale Business and the enX Ventures Letting Enterprise will be sold to
GPR as separate but indivisible, inter-conditional and sequenced transactions
occurring on the same day, with effect from the closing date (defined below).
The sale of the enX Ventures Letting Enterprise (the "enX Ventures
Transaction") will occur first, followed immediately thereafter on the same day
by the sale of the NWP Sale Business (the "NWP Transaction") (collectively,
the "Transactions"). Notwithstanding the agreed sequence of the
Transactions, the enX Ventures Transaction and the NWP Transaction are
inter-conditional, such that neither transaction shall be of any force or effect
unless both Transactions have been completed in accordance with their
respective terms. If, for any reason whatsoever, the NWP Transaction does not
proceed to completion, the enX Ventures Transaction shall automatically be
unwound and reversed, and shall be null and void ab initio, as if such
transaction had never occurred. The closing date will be -
5.1.1.3.1. the first day of the month following the month in which the suspensive
conditions (defined below) are fulfilled or waived, as the case may be, to the
extent that they are fulfilled or waived on or before the 15th day of that month;
or
5.1.1.3.2. the first day of the second month following the month in which the
suspensive conditions (defined below) are fulfilled or waived, as the case
may be, to the extent that they are fulfilled, or waived on or after the 16th day
of that month; or
5.1.1.3.3. such other date as may be agreed between the parties ("Closing Date").
5.2. Purchase Consideration
5.2.1. The purchase consideration for the Transactions shall be R220,000,000 (two
hundred and twenty million Rand), which comprises of the aggregate of the
purchase consideration payable for the NWP Sale Business ("NWP Purchase
Consideration") and the purchase consideration payable for the enX Ventures
Letting Enterprise ("enX Ventures Purchase Consideration") (collectively the
"Purchase Consideration"). The NWP Purchase Consideration and therefore
the Purchase Consideration, is subject to a potential upward adjustment to be
determined after the Closing Date in the manner set out in paragraph 5.2.5
below, provided that the Purchase Consideration will not be more than
R260,000,000 (two hundred and sixty million Rand) ("Maximum Purchase
Consideration"). The Maximum Purchase Consideration has been inserted to
ensure that any increase in the Purchase Consideration, does not result in the
Transactions being categorised as a category 1 transaction in terms of the JSE
Listings Requirements ("Listings Requirements").
5.2.2. The NWP Purchase Consideration payable by GPR to NWP shall be
R130,000,000 (one hundred and thirty million Rand). The NWP Purchase
Consideration is subject to a potential upward adjustment as noted above.
5.2.3. The enX Ventures Purchase Consideration payable by GPR to enX Ventures
shall be R90,000,000 (ninety million Rand).
5.2.4. In order to determine any upward adjustment to the NWP Purchase
Consideration and therefore the Purchase Consideration, a post-Closing Date
calculation shall be calculated which shall be equal to ("Post-Closing Calculation"):
5.2.4.1. the net book value of the tangible assets used in the NWP Sale Business,
determined as at the Closing Date; plus
5.2.4.2. the net book value of all of NWP's stock and input materials and finished goods
pertaining to the NWP Sale Business, as at the Closing Date; plus
5.2.4.3. any amounts pertaining to the NWP Sale Business paid in advance by NWP
before the Closing Date to any supplier or service provider as consideration for
the supply of services, products or solutions to be delivered at or after the
Closing Date; less
5.2.4.4. liabilities due to NWP transferring employees (save for one excluded employee
who will not transfer) ("Transferring Employees"), as at the Closing Date,
comprising of accrued leave pay, declared but unpaid bonuses and any other
amounts due but unpaid to Transferring Employees (excluding severance pay
and retrenchment costs in respect of the Transferring Employees post the
Closing Date); less
5.2.4.5. amounts received by NWP before the Closing Date from a customer as
consideration for the supply of goods to the customer at or after the Closing
Date; less
5.2.4.6. any provision for obsolete inventory as at the Closing Date; less
5.2.4.7. R10,000,000 (ten million Rand) plus
5.2.4.8. the enX Ventures Purchase Consideration.
5.2.5. The Post-Closing Calculation will be calculated by the Sellers and then agreed
by the Purchaser within a period of 50 (fifty) calendar days of the Closing Date
or determined by an independent expert. If the Post-Closing Calculation is (i)
agreed by the Purchaser within the 50 (fifty) calendar day period, or (ii) where
disputed, the Post-Closing Calculation has been finally determined by an
independent expert, the Post-Closing Calculation will be deemed to be confirmed
("Confirmation Date"). Once confirmed, to the extent that the amount
determined in the Post-Closing Calculation is greater that the Purchase
Consideration, the Purchase Consideration will be adjusted upwards by the
difference and settled, in the manner as set out in paragraph 5.3.2 below.
5.3. Payment of the Purchase Consideration and Vendor Loan
5.3.1. The Purchase Consideration will be settled as follows:
5.3.1.1. 50% of the aggregate Purchase Consideration will be settled in cash (with the
full enX Ventures Purchase Consideration being paid to the Company's
conveyancers in advance of the date on which the Manufacturing Site is
registered in the name of GPR, and the balance being paid to NWP on the
Closing Date); and
5.3.1.2. the remaining 50% balance of the aggregate Purchase Consideration will be
financed by NWP ("Principal Loan Amount") and credited to a loan account
in favour of NWP on the Closing Date ("Vendor Loan").
5.3.2. Any upward adjustment of the Purchase Consideration ("Upward Adjustment")
will be settled as follows:
5.3.2.1. 50% of the Upward Adjustment (plus interest) will be settled in cash to NWP
within 5 (five) business days of the Confirmation Date; and
5.3.2.2. the remaining 50% balance of the Upward Adjustment (plus interest) will be
settled by increasing the Principal Loan Amount within 5 (five) business days
of the Confirmation Date.
5.3.3. Any Upward Adjustment will bear interest at the prime interest rate from the
Closing Date until settlement thereof in terms of paragraph 5.3.2.
5.3.4. The material terms of the Vendor Loan will be as follows:
5.3.4.1. the Principal Loan Amount, together with any interest thereon, will be reflected
as the loan amount in favour of NWP ("Loan Amount");
5.3.4.2. the loan period will commence on the Closing Date and end on the expiry of
the second anniversary of the Closing Date ("Transitional Period");
5.3.4.3. GPR will be entitled to apply set-off against the Loan Amount in respect of any
proven claims against NWP or enX Ventures (including warranty or indemnity
claims) arising in terms of the Agreement or any undisputed or finally
determined payment obligations of NWP or enX Ventures arising in terms of
the transitional arrangements (referred to in paragraph 5.6 below);
5.3.4.4. the Loan Amount will bear interest at the prime rate and GPR will be required
to pay NWP all accrued interest on a quarterly basis;
5.3.4.5. the outstanding Loan Amount, less any amounts set-off, will be paid by GPR to
NWP on expiry of the Transitional Period.
5.3.5. The Vendor Loan structure was negotiated in lieu of the provision of a parent
company guarantee by enX and operates as a commercial risk-sharing
mechanism between the parties, which avoids the need to retain cash in a
separate long-term escrow account for any potential warranties and indemnities claims.
5.4. Suspensive Conditions
5.4.1. The Agreement and therefore the Transactions are subject to the fulfilment or,
where applicable, waiver of the following remaining suspensive conditions
("Suspensive Conditions"):
5.4.1.1. by no later than 120 (one hundred and twenty) business days following the
Signature Date:
5.4.1.1.1. approval of the circular relating to the Transactions by the JSE and the TRP;
5.4.1.1.2. Shareholders approving the implementation of the Agreement and the
Transactions pursuant to section 112 and section 115 (2) of the Companies
Act ("Transactions Resolution"), by way of a special resolution;
5.4.1.1.3. Shareholders approving the Silver MIP Award (defined in 11.6 below), by way
of an ordinary resolution (further detail of same as provided in paragraph 11);
5.4.1.2. by no later than 17 December 2026, or such other date agreed to between the
parties in writing ("Longstop Date"):
5.4.1.2.1. each of the agreements designated by the parties as transaction agreements
("Transaction Agreements") being duly entered into by all the relevant
parties thereto and becoming unconditional in accordance with their terms,
save for any such condition that relates to the Agreement becoming
unconditional;
5.4.1.2.2. GPR notifying the Sellers in writing that it is satisfied with all relevant consents,
waivers, notifications, or agreements procured from third parties for the
implementation of the Transactions;
5.4.1.2.3. GPR registering as a vendor in terms of the VAT Act;
5.4.1.2.4. NWP and Mr. Craig Silver, who will remain employed by NWP for the
Transitional Period ("Excluded NWP Employee"), having entered into a new
employment contract, or an addendum to the existing employment agreement
on terms acceptable to all of the parties, including an undertaking by the
Excluded NWP Employee to remain employed by NWP for the Transitional
Period;
5.4.1.2.5. written confirmation being delivered to enX Ventures and GPR by the
conveyancing attorneys confirming that all documents required to affect the
registration of the Manufacturing Site into the name of GPR at the relevant
Deeds Registry are in the possession of the conveyancer;
5.4.1.2.6. NWP having completed, at its own cost, an environmental impact assessment
and/or environmental due diligence investigation in respect of the
Manufacturing Site and the enX Ventures Transaction, and the investigation
having confirmed that no material environmental contamination exists and no
environmental condition, liability or exposure has been identified which could
reasonably be expected to result in (i) any material loss in connection with the
NWP Sale Business and/or the Manufacturing Site arising from any
environmental matter, (ii) material remediation obligations or (iii) regulatory
action against GPR within 12 (twelve) months of the Closing Date;
5.4.1.2.7. exchange control approval, as required by the Financial Surveillance
Department of the South African Reserve Bank (or one of its authorised
dealers) under the Exchange Control Regulations, is obtained for the inward
foreign loan from an affiliate of the Purchaser to the Purchaser;
5.4.1.2.8. that to the extent required in terms of section 115(3)(a) of the Companies Act,
the court approves the implementation of the Transactions Resolution;
5.4.1.2.9. that if any person who voted against the Transactions Resolution applies to
court for leave to apply for a review of the Transactions in terms of section
115(3)(b) and section 115(6) of the Companies Act:
5.4.1.2.9.1. such leave to apply to court for such review is refused; or
5.4.1.2.9.2. if leave is so granted, and the review application is made, the court refuses
to set aside the Transactions Resolution; and
5.4.1.2.9.3. the Transactions Resolution is not withdrawn or treated as a nullity; and
5.4.1.3. Unless the Suspensive Conditions have been fulfilled or waived by the
Longstop Date (or such later date agreed between the parties), the Agreement
will lapse (save for the immediately effective provisions which will remain of full
force and effect) and the Transactions will not be implemented.
5.4.1.4. The parties may not give effect to or implement the Transactions, unless and
until the TRP issues a compliance certificate in terms of section 121 (b)(i) of the
Companies Act and Regulation 102(13) of the Companies Regulations.
5.4.1.5. If the Agreement does not become effective as a result of one or both of the
suspensive conditions in paragraphs 5.4.1.1.2 and 5.4.1.1.3 not being fulfilled
by the relevant time and date for fulfilment thereof, NWP and enX Ventures
shall be jointly and severally liable to pay the Purchaser a break fee equal to 1%
of the Purchase Consideration plus any VAT payable in respect of the break fee.
5.5. Other significant terms
5.5.1. Material Adverse Change
5.5.1.1. In terms of the Agreement, the Purchaser will be entitled to provide notice of
termination of the Agreement at any time prior to the Closing Date, subject to a
dispute resolution mechanism, if, in the Purchaser's reasonable opinion, a
material adverse change ("Material Adverse Change") has occurred. Such
termination will be effective within 5 (five) Business Days after delivery of written
notice of termination or in the event that the dispute mechanism is enforced and
results in the Purchaser being entitled to terminate the Agreement, the
termination will be effective on the date on which such determination is made.
5.5.1.2. In the Agreement, a Material Adverse Change means, in relation to the NWP
Sale Business and the enX Ventures Letting Enterprise, any event, occurrence,
fact, condition, change, circumstance or development or any series or
combination thereof, including, without limitation, catastrophic events, such as
wars (whether declared or not), invasion, any act of foreign enemies, terrorism,
military uprising, unrest, riots, pandemics, floods, earthquakes or other natural
disasters, pandemics or epidemics, changes in any applicable laws, economic
or political conditions or any changes generally affecting any industry or market
in which the NWP Sale Business and/or the enX Ventures Letting Enterprise
operates, which are actual and whether occurring prior to the Signature Date
(and subsequently coming to the attention of the Purchaser following the
Signature Date and prior to the Closing Date) or occurring after the Signature
Date and prior to the Closing Date, which individually or in the aggregate:
5.5.1.2.1. has resulted in a reduction in the rolling 6 (six) month trailing revenue, as
compared to the same period in the prior year, excluding the revenue
generated from Teraco Data Environments Proprietary Limited ("Teraco"), of
the NWP Sale Business by 25% (twenty five percent) or more;
5.5.1.2.2. has caused any of the warranties given to the Purchaser by the Sellers to not
be true and correct or to be misleading in any material respect having an effect
of more than 15% (fifteen percent) of the net asset value of the NWP Sale
Business as reflected in the annual financial statements of NWP as at 31
August 2025; and/or;
5.5.1.2.3. results in the occurrence of an insolvency event in respect of the NWP Sale
Business, the enX Ventures Letting Enterprise, or the Sellers; and/or
5.5.1.2.4. results in the damage or destruction of the building located on the
Manufacturing Site where such damage or destruction results in the
Purchaser being unable to operate the NWP Sale Business from the Closing Date;
5.5.1.3. and shall include the termination, for any reason whatsoever, of the services
and products agreement entered into between Teraco and NWP on or about 3
May 2024, but shall not include any matter which was fairly disclosed prior to
the Signature Date, or which the Purchaser has expressly acknowledged in
writing as not constituting a Material Adverse Change for the purposes of the Agreement.
5.5.1.4. The Purchaser is entitled to terminate the Agreement prior to the Closing Date
if in the reasonable opinion of the Purchaser a Material Adverse Change has occurred.
5.5.1.5. If the Purchaser has not delivered a written notice to NWP and enX Ventures
on or before the day prior to the Closing Date stating that a Material Adverse
Change has occurred, then a Material Adverse Change shall be deemed not to
have occurred and the provisions of the Material Adverse Change clause in the
Agreement will be of no further force and effect.
5.5.2. NWP Sale Business Value Warranty
The Sellers have warranted that the value of the NWP Sale Business on the
Closing Date, as determined in accordance with Agreement, will not be less than
R130,000,000 (one hundred and thirty million Rand).
5.5.3. Parent company guarantee
In terms of the Agreement, PRI has provided a parent company guarantee in
favour of NWP and enX Ventures, in terms of which PRI has irrevocably and
unconditionally guaranteed all amounts payable by the Purchaser under the Loan
Account.
5.5.4. Non-Compete
5.5.4.1. The Agreement contains a restraint where NWP undertakes in favour of the
Purchaser that, for a period of 2 (two) years from the Closing Date and within
South Africa, NWP shall not, and NWP shall procure that the connected persons
(excluding shareholders of enX) shall not, compete with the NWP Sale Business,
whether directly or indirectly by engaging in, having an interest in, or assisting
any competing business, subject to certain limitations. In addition, NWP, and
NWP shall procure that the connected persons (excluding Shareholders of enX),
are restricted for a period of 2 (two) years from the Closing Date and within or
outside of South Africa, from soliciting or interfering with the Purchaser's
customers, clients, or suppliers, and from using or disclosing any confidential
information or trade secrets relating to the business.
5.5.4.2. The Agreement also provides that for the duration of the Transitional Period,
each of the Sellers, enX and enX Trading on the one part and the Purchaser and
PRI on the other part, undertake in favour of the other that each of them shall
not, and shall procure that their respective directors, officers and employees shall
not, directly, whether alone or with another or others, whether for its own and/or
any other person's sole or partial benefit, entice, encourage, motivate or
persuade, or attempt to entice, encourage, motivate or persuade any person
employed from time to time by the counter party (including the employees) away
from such employment.
5.6. Other General Terms
For a period of 2 (two) years after the Closing Date, the Sellers and enX will
provide the Purchaser with ad hoc operational, management and transitional
support as may be required to facilitate the transition and ongoing operations of
the NWP Sale Business for an agreed fee. In addition, the Purchaser shall provide
NWP with transitional services at an agreed fee in respect of certain retained
obligations.
6. BENEFICIAL INTEREST OF GPR, PERSONS RELATED TO, AND/OR PERSONS ACTING IN CONCERT WITH GPR
6.1. There are no beneficial interests held or controlled, directly or indirectly, in enX by GPR.
6.2. Furthermore, there are no beneficial interests held or controlled, directly or
indirectly, in enX by any persons related to GPR or any persons that are
considered to be acting in concert with GPR.
6.3. Neither GPR, nor any persons related to GPR or any persons that are considered
to be acting in concert with GPR hold any option to acquire a beneficial interest in enX.
7. FINANCIAL INFORMATION
In terms of the management accounts of NWP and enX Ventures for the six
months ended 28 February 2026 the value of the net assets that comprise the
NWP Sale Business amounted to R156.7 million and the value of the net assets
that comprise the enX Ventures Letting Enterprise amounted to R93.5 million,
while the loss before taxation attributable to the NWP Sale Business amounted to
R4.5 million and the profits before taxation attributable to the enX Ventures Letting
Enterprise amounted to R2.4 million. The net assets and the attributable profits
have been determined from the management accounts of NWP and enX Ventures
for the six months ended 28 February 2026. The Company is satisfied with the
quality of the management accounts of NWP and enX Ventures.
8. GUARANTEE
GPR has confirmed that it has sufficient funds to fully satisfy the cash portion of
the Purchase Consideration payable pursuant to paragraph 5.3.1.1, being an
amount of R110,000,000 (one hundred and ten million Rand). GPR has delivered
to the TRP an irrevocable unconditional guarantee in accordance with Regulations
111(4) and 111(5) of the Takeover Regulations confirming that it has sufficient
cash resources specifically allocated to enable it to settle the aforementioned amount.
9. APPOINTMENT OF INDEPENDENT BOARD AND INDEPENDENT EXPERT
9.1. In accordance with the provisions of the Companies Act and the Takeover
Regulations, the Company has appointed an independent board, comprising of
RD Mokhobo, ZK Matthews and NV Simamane, all of whom are independent non-
executive directors of enX ("Independent Board") for purposes of evaluating the
terms and conditions of the Transactions and advising Shareholders thereon.
Each of the aforementioned board members are considered to be independent as
contemplated in regulation 108(8) of the Takeover Regulations and have the
requisite knowledge to fulfil their role as contemplated in regulation 109 of the
Takeover Regulations.
9.2. The Independent Board has appointed BDO Corporate Finance Proprietary
Limited ("Independent Expert'') as the independent expert required in terms of
the Takeover Regulations, to issue an opinion dealing with the matters set out in
regulations 90 and 110(1) of the Takeover Regulations and to express its opinion
on whether the terms of the Transactions are fair and reasonable to Shareholders
("Independent Expert Report"), which Independent Expert Report will be
included in the circular that will be sent to Shareholder in relation to the
Transactions ("Circular").
9.3. The Independent Board's opinion and recommendation will be communicated to
Shareholders in the Circular.
10. POWER O2
Power O2 Proprietary Limited (''PO2''), a wholly owned subsidiary of enX Trading
and which forms part of the broader Power segment, will be wound down in an
orderly manner, as well as certain assets of NWP that are not being acquired by
the Purchaser which will be disposed of separately, following the implementation
of the Transactions, with a view to maximising cash realisation.
11. SILVER MANAGEMENT INCENTIVE
11.1. The Group has an existing management incentive programme ("MIP'') applicable
to certain key executives within the Group.
11.2. The MIP is a cash-settled incentive arrangement designed to align management
with shareholder value creation, through the successful disposal of relevant Group entities.
11.3. In terms of the standard MIP framework, executives participate in a portion of the
value realised on the disposal of the relevant Group entity above a notional initial
equity value attributable to the relevant Group entity at the commencement date
of the arrangement, which notional initial equity value increases at an annual
accrual based on the applicable cost of equity attributable to the relevant Group
entity. The MIP further takes into account dividends, capital movements and
related adjustments in determining the final settlement value.
11.4. The standard MIP framework ordinarily contemplated aggregate executive
participation per segment of up to 15% (fifteen percent) of the applicable disposal
proceeds of the specific Group entity, in order to determine the settlement value.
11.5. As previously approved by the Board and disclosed in the Remuneration Report
of the Company's 2025 Integrated Annual Report, Mr. Craig Silver ("Mr Silver"),
the Chief Executive Officer of NWP, was granted a separate incentive
arrangement linked to the successful disposal of NWP, subject to shareholder
approval. This arrangement was approved, subject to Shareholder approval in
recognition of, inter alia, Mr Silver's role in the turnaround of NWP, the
preservation of shareholder value in NWP following a previously unsuccessful
disposal process, the successful defence of an arbitration process relating to NWP
and his leadership during significant and strategic processes affecting NWP.
11.6. The initial award made to Mr Silver was amended to make it applicable to the
current Transactions, subject to Shareholder approval. In terms of the amended
arrangement, Mr Silver will be entitled, subject to Shareholder approval, to
participate in 30% of the residual value ultimately realised and distributed from
NWP to enX Trading following the disposal of the NWP Sale Business and related
post transaction collections and asset realisations, after taking into account the
applicable notional initial value of NWP, the applicable notional financing cost,
transaction costs and other agreed adjustments ("Silver MIP Award"). For the
avoidance of doubt, this arrangement excludes any proceeds attributable to the
disposal of the enX Ventures Letting Enterprise.
11.7. The arrangement further incorporates retention and transition considerations,
including Mr Silver remaining involved in the NWP Sale Business for an anticipated
period of up to two years following implementation of the Transactions, together
with severance-related components associated with his expected exit thereafter.
11.8. The percentage participation allocated to Mr Silver exceeds the standard 15%
threshold contemplated in the MIP rules and the arrangement constitutes a
deviation from the ordinary MIP framework and therefore enX will seek
Shareholder approval for the Silver MIP Award. Accordingly, shareholders will be
requested to approve the Silver MIP Award as part of the Circular to be distributed
to Shareholders in connection with the Transactions.
11.9. Shareholders should note that the approval of the Silver MIP Award is a
suspensive condition to the Transactions and therefore the Transactions will not
proceed if the Silver MIP Award is not approved by Shareholders. Similarly, the
Silver MIP Award is dependent on the implementation of the Transactions and
therefore the Silver MIP Award will not proceed if the Transactions are not
implemented. The inter-conditional nature of the Transactions and the Silver MIP
Award reflects the integrated commercial arrangements negotiated between the
parties in relation to the implementation and transition of the Transactions.
11.10. The Board considered the Silver MIP Award in the context of the Transactions and
the broader value realisation strategy of the Group. In this regard, the Board
recognised the importance of management continuity, transaction execution and
transition support in relation to the NWP Sale Business, particularly given the
anticipated post-implementation transitional arrangements and ongoing wind-
down and realisation processes associated with NWP.
11.11. The Silver MIP Award will be settled by NWP, net of any taxes, in cash in tranches
when cash is distributed to enX Trading following the implementation of the Transactions.
12. SHAREHOLDER APPROVAL AND DISTRIBUTION OF CIRCULAR
12.1. As a result of the Transactions being a disposal of the greater part of the
Company's assets or undertaking as contemplated in section 112 of the
Companies Act, it must be approved by a special resolution of Shareholders in
accordance with section 115 of the Companies Act. In addition, as noted above,
Shareholders will be requested to approve the Silver MIP Award on a voluntary
basis. A general meeting of Shareholders will be convened for this purpose ("General Meeting").
12.2. The Company will issue the Circular to Shareholders as contemplated in
regulation 106(2), setting out the terms and conditions of the Transactions and the
Silver MIP Award and will include the notice convening the General Meeting.
12.3. Shareholders will be advised of the distribution of the Circular, which is currently
expected to be distributed to Shareholders on or about 29 July 2026, and the
salient dates and times relating to the Transactions by way of a SENS announcement.
13. CLASSIFICATION OF THE TRANSACTIONS
The Transactions constitute a category 2 transaction in terms of the Listings Requirements.
14. RESPONSIBILITY STATEMENTS
The board of directors of the Company and Independent Board collectively and
individually accept responsibility for the information contained in this
announcement and certify that, to the best of their knowledge and belief, the
information contained in this announcement is true and does not omit anything
that is likely to affect the importance of such information.
Johannesburg
18 June 2026
Transaction Advisor and Sponsor to enX: Valeo Capital (Pty) Ltd
Legal Advisor to GPR: ENS
Legal Advisors to enX: Munro Smith Parker Law and Thomson Wilks
13
Date: 18-06-2026 05:21:00
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