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Posting of circular and notice of general meeting
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")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. Posting of circular
Shareholders are referred to the firm intention announcement published on SENS on 12 December 2023 regarding
the Company's proposed divestment of Eqstra Investment Holdings Proprietary Limited, the holding company of
enX's fleet management business, to Nedbank Group Limited, the financial services group listed on the Main
Board of the JSE Limited (the "transaction").
enX has, on Friday, 9 February 2024, distributed a circular to its shareholders relating to the transaction (the
"circular"). Unless otherwise defined, terms defined in the circular bear the same meaning in this announcement.
Copies of the circular are available on the Company's website at www.enxgroup.co.za/circulars_/.
2. Notice of general meeting
A general meeting of enX shareholders will be held at 11:00 on Wednesday, 3 April 2024 or 5 minutes after the
conclusion of the enX AGM to be held prior to the general meeting, whichever is the later, at 9th Floor, Katherine
Towers, 1 Park Lane, Wierda Valley, Sandton, 2196, as well as virtually via a remote interactive electronic
platform, Microsoft Teams, for the purpose of considering and, if deemed fit, passing, with or without
modification, the resolutions required to be approved by shareholders in order to authorise and implement the
transaction in terms of section 112 (read with section 115) of the Companies Act and section 9 of the JSE Listings
Requirements. The notice of general meeting is attached to and forms part of the circular.
3. Opinion and recommendation of the independent board
The independent board of enX, comprising Khati Mokhobo, Nomahlubi Simamane and Kgosie Matthews,
appointed Valeo Capital to provide the independent board with its opinion as to whether the terms of the
transaction are fair and reasonable to shareholders, in accordance with the requirements of the Companies Act
and the Takeover Regulations.
The independent expert is of the opinion that the terms and conditions of the transaction are fair and reasonable
to shareholders. Valeo Capital's fair and reasonable opinion is set out in Annexure 1 of the circular.
The independent board has concluded that the terms of the transaction are fair and reasonable to shareholders.
The independent board recommends that enX shareholders vote in favour of the resolutions to be proposed at the
general meeting.
4. Recommendation of the board
The board has considered the transaction as a whole and believes that the transaction is in the best interests of
enX shareholders. Accordingly, the board recommends that shareholders vote in favour of the resolutions to be
proposed at the general meeting.
5. Salient dates and times
Set out below are the salient dates and times assuming the successful implementation of the transaction:
2024
Record date to receive the circular and notice of general meeting Friday, 2 February
Circular and notice of general meeting issued Friday, 9 February
Announcement relating to the issue of the circular and notice of general Friday, 9 February
meeting released on SENS
Announcement relating to the issue of the circular and notice of general Monday, 12 February
meeting published in the press
Last day to trade in order to be eligible to participate in and vote at the general Monday, 18 March
meeting
Voting record date Friday, 22 March
Last day to lodge forms of proxy for the general meeting with the transfer Thursday, 28 March
secretaries, by 11:00 (forms of proxy not lodged with the transfer secretaries
in time may be handed to the chairperson of the general meeting immediately
before the commencement thereof)
Last date and time for enX shareholders to give notice of their objections to Wednesday, 3 April
the transaction resolution in terms of section 164(3) of the Companies Act by
no later than 10:00 on
General meeting held at 11:00 or 5 minutes after the conclusion of the AGM, Wednesday, 3 April
whichever is the later
Results of the general meeting released on SENS Wednesday, 3 April
Results of the general meeting published in the press Thursday, 4 April
Last date for shareholders who voted against the transaction to require enX Wednesday, 10 April
to seek court approval for the transaction in terms of section 115(3)(a) of the
Companies Act, if at least 15% of the total votes of shareholders at the general
meeting were exercised against the transaction
Last date on which enX shareholders can make application to the court in Wednesday, 17 April
terms of section 115(3)(b) of the Companies Act on
Last date for enX to give notice of adoption of the special resolution Wednesday, 17 April
approving the transaction to enX shareholders who objected to such special
resolution in terms of section 164(3) of the Companies Act on
In respect of the transaction, if no enX shareholders exercise their rights in terms of section 115(3)(a) or
section 115(3)(b) of the Companies Act:
Date that all conditions precedent are expected to be fulfilled (see note 10 Friday, 14 June
below)
Announcement in respect of the transaction becoming unconditional Tuesday, 18 June
expected to be released on SENS on (see note 10 below)
Announcement in respect of the transaction becoming unconditional Wednesday, 19 June
expected to be published in the press on (see note 10 below)
Expected implementation date of the transaction (see note 10 below) Friday, 28 June
Notes:
1. All times given in this announcement are local times in South Africa and may be changed by enX (subject to the approval of the
TRP and JSE, if required). Any changes will be released on SENS and published in the press.
2. enX shareholders are referred to page 5 of the circular for information on the action required to be taken by them.
3. enX shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place three business days after such trades. Therefore, enX shareholders who acquire enX shares after
close of trade on Monday, 18 March 2024 will not be eligible to vote at the general meeting.
4. No dematerialisation and rematerialisation of enX shares may take place between Tuesday, 19 March 2024 and Friday, 22 March
2024, both days inclusive.
5. A form of proxy not lodged with the transfer secretaries may be handed to the chairperson of the general meeting at any time prior
to the commencement of the general meeting or prior to voting on any resolution to be proposed at the general meeting.
6. If the general meeting is adjourned or postponed, a form of proxy submitted for the initial general meeting will remain valid in
respect of any adjournment or postponement of the general meeting, unless it is withdrawn.
7. If the general meeting is adjourned or postponed then forms of proxy that have not yet been submitted should be lodged with the
transfer secretaries by no later than two business days before the adjourned or postponed general meeting but may nonetheless be
handed to the chairperson of the adjourned or postponed general meeting at any time prior to the commencement of the adjourned
or postponed general meeting or prior to voting on any resolution to be proposed at the adjourned or postponed general meeting.
8. If the transaction is not approved by such number of enX shareholders at the general meeting so that an enX shareholder may
require enX to obtain court approval of the transaction as contemplated in section 115(3)(a) of the Companies Act, and if an enX
shareholder in fact delivers such a request, the dates and times set out above will require amendment. enX shareholders will be
notified separately of the applicable dates and times under this process.
9. If any enX shareholder who votes against the transaction exercises its rights in terms of section 115(3)(b) of the Companies Act
and applies to court for a review of the transaction, the dates and times set out above will require amendment. enX shareholders
will be notified separately of the applicable dates and times under this process.
10. Shareholders should note that these dates are indicative only. Shareholders will be advised of any changes to these dates by way
of a SENS announcement and press publication.
6. Responsibility statements
The board 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 this announcement does not omit anything that is likely to affect the import of such
information.
9 February 2024
Transaction sponsor
Java Capital
Legal advisor
White & Case
Independent expert
Valeo Capital
Date: 09-02-2024 03:00:00
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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