EnX : Corrections to the Mandatory Offer Circular and availability of the amended circular

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")

CORRECTIONS TO THE MANDATORY OFFER CIRCULAR AND AVAILABILITY OF THE AMENDED CIRCULAR

• 1. Introduction

  Shareholders are referred to the combined offer circular to enX shareholders (the "Circular") published on 8 April 2022 regarding a mandatory offer to shareholders by MCC Contracts Proprietary Limited and African Phoenix Investments Limited (collectively the "Offerors"), acting in concert, to acquire the remaining shares in enX at an offer consideration of R5.60 per share in terms of section 123 of the Companies Act 71 of 2008 and regulation 86(1) of the Companies Regulations, 2011 (the "Mandatory Offer"). Capitalised terms in this announcement bear the same meaning as in the Circular.

  Shareholders are advised that post the issue of the Circular, the directors of the Offerors have detected and brought to the Company's attention certain errors in the Circular, which arose (i) as a result of a miscalculation of the mathematical impact of the cross-shareholdings amongst the companies comprising the Offerors' group of companies on the Offerors and Offerors' directors' indirect beneficial interests in enX; and (ii) in relation to the disclosure of Nick Sennett's (an African Phoenix director) interests in enX shares the inadvertent omission of Nick Sennett's indirect interest in enX shares held via a hedge fund platform managed by Standard Bank. Whilst the errors are minor and immaterial to the Mandatory Offer itself, the directors of the Offerors, who have a responsibility to ensure the correctness of information in the Circular relating to the Offerors, consider it necessary and appropriate to communicate the corrected percentages and values.

• 2. Correction to the "Definitions and Interpretations" section of the Circular

  The definition of "MCC Contracts" is amended as follows:

  "MCC Contracts" MCC Contracts Proprietary Limited (Registration number 1983/008084/07), a private company incorporated and registered in accordance with the laws of South Africa and wholly owned by eXtract Group Limited, which is in turn owned by:

  • • African Phoenix as to 49.3%;

  • • Hampden Capital Proprietary Limited as to 22.7%;

  • • The Hannington Family Trust as to 16.8%;

  • • O Mabandla as to 1.9%; and

  • • the balance being held by multiple minority shareholders.

• 3. Corrections to part I, paragraph 5 of the Circular

  All information disclosed in part I, paragraph 5 of the Circular remains correct and accurate, save for the following corrections:

3.1.

The table in part I, paragraph 5.2.1 is amended as follows:

The interests of the directors of African Phoenix in the African Phoenix shares as at the last practicable date were as follows:

Direct	Indirect	% of issued share
Director	Beneficial	Beneficial	Total	capital
A Hannington	-	1 395	1 395	0.0
O Mabandla	32 232 954	-	32 232 954	2.3
W Chapman	-	575 976 112	575 976 112	40.9

N Sennett	-	51 372 735	51 372 735	3.7
Total	32 232 954	627 350 242	659 583 196	46.9

• 3.2. The table in part I, paragraph 5.2.3 is amended as follows:

• 3.3. The table in part I, paragraph 5.3.1 is amended as follows:

• 3.4. The table in part I, paragraph 5.3.3 is amended as follows:

  Direct	Indirect	% of issued share
  Director	Beneficial	Beneficial	Total	capital
  A Hannington	-	10 987 129	10 987 129	6.0
  O Mabandla	-	2 045 275	2 045 275	1.1
  W Chapman	-	29 359 740	29 359 740	16.1
  N Sennett	-	6 776 332	6 776 332	3.7
  Total	-	49 168 476	49 168 476	26.9

• The interests of the directors of African Phoenix in enX's shares as at the last practicable date were as follows:

• The interests of the directors of MCC Contracts in the MCC Contracts shares as at the last practicable date were as follows:

  Direct	Indirect	% of issued share
  Director	Beneficial	Beneficial	Total	capital
  A Hannington	-	852 620 536	852 620 536	17.9
  Total	-	852 620 536	852 620 536	17.9

• The interests of the directors of MCC Contracts in enX's shares as at the last practicable date were as follows:

Direct	Indirect	% of issued share
Director	Beneficial	Beneficial	Total	capital
A Hannington	-	10 987 129	10 987 129	6.0
Total	-	10 987 129	10 987 129	6.0

4.

Corrections to part II, paragraph 8 of the Circular

All information disclosed in part II, paragraph 8 of the Circular remains correct and accurate, save for the following corrections:

• 4.1. The table in part II, paragraph 8.2.1 is amended as follows:

• 4.2. The table in part II, paragraph 8.2.3 is amended as follows:

  Direct	Indirect	% of issued share
  Director	Beneficial	Beneficial	Total	capital
  A Hannington	-	10 987 129	10 987 129	6.0
  P Baloyi	-	9 624 031	9 624 031	5.3
  O Mabandla	-	2 045 275	2 045 275	1.1
  W Chapman	-	29 359 740	29 359 740	16.1
  R Lumb	60 000	-	60 000	0.0
  Total	60 000	52 016 175	52 076 175	28.5

• The table below sets out the direct and indirect beneficial holdings of enX shares by the directors in the share capital of the Company as at the last practicable date, including any directors who have resigned during the last 18 months:

• The interests of the directors of enX in African Phoenix shares as at the last practicable date were as follows:

Direct	Indirect	% of issued share
Director	Beneficial	Beneficial	Total	capital
A Hannington	-	1 395	1 395	0.0
O Mabandla	32 232 954	-	32 232 954	2.3

W Chapman	-	575 976 112	575 976 112	40.9
Total	32 232 954	575 977 507	608 210 461	43.2

4.3.

The table in part II, paragraph 8.2.6 is amended as follows:

The interests of the directors of enX in MCC Contracts shares as at the last practicable date were as follows:

5.

Direct	Indirect	% of issued share
Director	Beneficial	Beneficial	Total	capital
A Hannington	-	852 620 536	852 620 536	17.9
Total	-	852 620 536	852 620 536	17.9
Availability of amended Circular

Copies of the amended Circular containing the corrections detailed above are expected to be available for viewing on enX's website (www.enxgroup.co.za/circulars_/) from Wednesday, 27 April 2022 and may also be obtained from the Company by sending a request [e-mail].

6.

Responsibility statements

The enX Independent Board accepts responsibility for the information contained in this announcement insofar as it relates to enX, and certifies that, to the best of its knowledge and belief, such information contained herein is true and nothing has been omitted which is likely to affect the importance of such information.

The Offerors accept responsibility for the information contained in this announcement and certifies that, to the best of their knowledge and belief, the information contained in this announcement relating to the Offerors is true and this announcement does not omit anything that is likely to affect the import of such information.

26 April 2022

Transaction sponsor to enX

The Standard Bank of South Africa Limited

Corporate advisor to the Offerors

Java Capital