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Distribution of Circular and Notice of General Meeting
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 "the Group")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall
bear the meanings ascribed thereto in the Circular (defined below).
1. INTRODUCTION
1.1. enX shareholders ("Shareholders") are referred to the firm intention announcement ("FIA")
released on the Stock Exchange News Service ("SENS") on Friday, 20 February 2026, in
terms of which Shareholders were advised that Trichem South Africa Proprietary Limited
("Trichem SA") had provided written notice of its intention to exercise its option to acquire
the remaining 75% interest in West African International Proprietary Limited in the manner set
out in the FIA ("Transaction").
1.2. Shareholders were further advised that the Transaction, constitutes a disposal by enX (and
its subsidiary 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.
2. DISTRIBUTION OF THE CIRCULAR
2.1. The circular setting out the terms and conditions of the Transaction and incorporating a notice
of general meeting of Shareholders will be distributed to Shareholders today, 5 March 2026
("Circular").
2.2. Shareholders are advised to review the Circular for detailed information regarding the
Transaction and the related aspects.
2.3. Shareholders can also obtain copies of the Circular as follows –
2.3.1. by accessing an electronic copy of the Circular on the Company's website, available at
www.enxgroup.co.za;
2.3.2. by viewing a copy of the Circular at the registered office of the Company or at the registered
office of its Transaction Sponsor, Valeo Capital; and
2.3.3. by contacting the Company Secretary, at roxanne@acorim.co.za.
3. NOTICE OF GENERAL MEETING
The Circular incorporates a notice of a general meeting of Shareholders and accordingly notice
is hereby given that the General Meeting will be held at enX's office on Tuesday, 7 April 2026 at
11h00, physically at 9th Floor, Katherine Towers, 1 Park Lane, Sandton, Gauteng, as well as
virtually via a remote interactive electronic platform, Microsoft Teams, to consider and, if deemed
fit, to pass, with or without modification, the Resolutions set out in the Notice of General Meeting.
4. SALIENT DATES AND TIMES
The salient dates and times relating to the General Meeting are set out below:
Date
2026
Record Date to Receive Notice being the record date to be eligible to Friday, 27 February
receive this Circular and the Notice of General Meeting
Announcement of distribution of Circular and Notice of General Meeting Thursday, 5 March
on SENS on
Circular, incorporating Notice of General Meeting and Form of Proxy Thursday, 5 March
(grey), posted to Shareholders on
Last day to trade Shares in order to be eligible to vote at the General Tuesday, 24 March
Meeting
Record Date to Vote being the record date to be eligible to attend, Friday, 27 March
participate and vote at the General Meeting
For administrative reasons, Forms of Proxy (grey) in respect of the Wednesday, 1 April
General Meeting to be lodged at or received via hand, post or e-mail by
the Transfer Secretaries by no later than 11:00 on
Forms of Proxy (grey) in respect of the General Meeting to be handed Tuesday, 7 April
to the chairman of the General Meeting at the General Meeting, at any
time before the proxy exercises any rights of the Shareholder at the
General Meeting on
General Meeting of Shareholders held at 9th Floor, Katherine Towers, 1 Tuesday, 7 April
Park Lane, Sandton, Gauteng and via Microsoft Teams at 11h00 on
Results of the General Meeting released on SENS on Tuesday, 7 April
Results of General Meeting published in press Wednesday, 8 April
Last day for Shareholders who voted against the Transaction Tuesday, 14 April
Resolution to give notice to enX to seek court approval for the
Transaction Resolution 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 Resolution
Last day for Shareholders who voted against the Transaction Tuesday, 21 April
Resolution to make application to court in terms of section 115(3)(b) of
the Companies Act
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 Suspensive Conditions are expected to be fulfilled (see Wednesday, 22 April
note 9 below)
Announcement in respect of the Transaction becoming unconditional Wednesday, 22 April
expected to be released on SENS on (see note 9 below)
Anticipated date to receive compliance certificate from the TRP and Friday, 24 April
announced on SENS on
Expected implementation date of Transaction (see note 9 below) Thursday, 30 April
Notes
1. The above dates and times are subject to change. Any changes will be announced on SENS and
published in the press.
2. All times quoted in this Circular are local times in South Africa and may be changed by enX (subject to
approval from the TRP, if required).
3. 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 trade. Therefore,
persons who acquire Shares after the last day to trade, namely, Tuesday, 24 March 2026, will not be
eligible to attend, participate in and vote at the General Meeting in respect of those Shares acquired
after the last day to trade.
4. No dematerialisation or re-materialisation of enX Shares between Wednesday, 25 March 2026 and
Friday, 27 March 2026, both days inclusive.
5. Forms of Proxy (grey) are to be lodged with the Transfer Secretaries, for administrative purposes only,
by no later than 11:00 on Wednesday, 1 April 2026. Alternatively, Forms of Proxy (grey) may be handed
to the chairperson of the General Meeting or the Transfer Secretaries at the General Meeting at any
time before the appointed proxy exercises any Shareholder rights at the General Meeting.
6. If the General Meeting is adjourned or postponed, Forms of Proxy (grey) submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the General
Meeting unless the contrary is stated on such Forms of Proxy.
7. If the Transaction Resolution 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
Resolution 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.
8. If any enX Shareholder who voted against the Transaction Resolution exercises its rights in terms of
section 115(3)(b) of the Companies Act and applies to court for leave to apply for a review of the
Transaction Resolution, 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. 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.
5. RESPONSIBILITY STATEMENTS
The Board and the 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
5 March 2026
Transaction Sponsor and Advisor to enX:
Valeo Capital (Pty) Ltd
Legal Advisor to Tricon Group:
Kaufmann, Manolios, Schepers Inc. t/a
Andersen in South Africa
3
Legal Advisors to enX:
Munro Smith Parker Law and Thomson Wilks
4
Date: 05-03-2026 10:00:00
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