Wrap Text
Voluntary announcement: Court proceedings in respect of the general meeting to be held on 3 April 2024
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")
VOLUNTARY ANNOUNCEMENT: COURT PROCEEDINGS IN RESPECT OF THE GENERAL MEETING TO BE HELD ON 3 APRIL 2024
Shareholders are referred to the circular published by enX on 9 February 2024 (the "circular") in respect of 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").
Shareholders will be asked to approve the transaction by passing a special resolution (the "transaction resolution") at
a general meeting of enX shareholders (the "general meeting"), to be held on Wednesday, 3 April 2024. The notice of
general meeting is attached to and forms part of the circular.
The Company informs its shareholders that Inhlanhla Ventures Proprietary Limited ("Inhlanhla"), a holder of a
beneficial interest in approximately 1.12% of the enX shares in issue, has issued an urgent application out of the High
Court, Gauteng Local Division, Johannesburg (the "Court"), in which the Company has been cited as the first
respondent of nine respondents (the "urgent application"). In terms of the urgent application, Inhlanhla seeks to
interdict the Company from (i) allowing the transaction resolution to be proposed, considered and/or voted on, whether
with or without modification, at the general meeting; and (ii) proposing any resolution pursuant to any other fundamental
transaction contemplated in Chapter 5 of the Companies Act, 71 of 2008 (collectively, the "interdict"), pending the
outcome of the action referred to below. The urgent application is set down for hearing on Tuesday, 2 April 2024 at
10h00.
The interdict is sought by Inhlanhla pending the outcome of an action that might be instituted by it against the other
respondents to vindicate shares (the "relevant shares") it previously held in eXtract Group Limited ("eXtract"), which
shares were acquired from Inhlanhla during May 2020, approximately four years ago, pursuant to a default by Inhlanhla
of its obligations under certain facilities owing to its creditors at the time (the "2020 transaction"). eXtract is the sole
shareholder of MCC Contracts Proprietary Limited, which in turn holds 33.63% of the issued share capital of the
Company.
The interdict is sought by Inhlanhla to operate on an interim basis, pending the final outcome of an action yet to be
instituted by Inhlanhla in respect of the 2020 transaction.
The Company has opposed the urgent application and filed an answering affidavit on 25 March 2024. Pursuant to legal
advice received, the board of directors of enX (the "enX board") is of the opinion that the urgent application does not
have reasonable prospects of success. As such, the enX board finds no reason not to proceed with the general meeting
on the date and time stipulated in the circular. If an order is granted in favour of Inhlanhla granting the interdict, which
the enX board believe is highly unlikely, then the general meeting will need to be postponed, in which case enX will
advise shareholders of such postponement by way of a further announcement.
Responsibility statements
The enX 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.
26 March 2024
Transaction sponsor
Java Capital
Legal advisor
White & Case
Date: 26-03-2024 05:30:00
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