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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
released on SENS on 18 June 2026, in terms of which Shareholders were advised, inter alia,
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 and GPR South Africa (Pty) Ltd ("GPR"), entered into a Sale
of Business and Letting Enterprise Agreement ("Agreement"), pursuant to which NWP has
agreed to sell the NWP Sale Business to GPR as a going concern and, enX Ventures has
agreed to sell the enX Ventures Letting Enterprise to GPR, as a going concern (collectively,
the "Transactions").
1.2. In addition, the Firm Intention Announcement recorded that the Board had approved the Silver
MIP Award, which is subject to Shareholder approval.
2. DISTRIBUTION OF CIRCULAR
2.1. The circular setting out the terms and conditions of the Transactions and the Silver MIP Award,
and incorporating a notice of general meeting of Shareholders ("Notice of a General
Meeting") will be distributed to Shareholders today, Tuesday, 28 July 2026 ("Circular").
2.2. Shareholders are advised to review the Circular in full for detailed information regarding the
Transactions, the Silver MIP Award and the Resolutions to be considered at the General
Meeting. Implementation of the Transactions and the Silver MIP Award remain subject to
Shareholder approval and the fulfilment or waiver of the remaining Suspensive Conditions.
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 at
www.enxgroup.co.za; and
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 Advisor and Sponsor, Valeo Capital.
3. NOTICE OF GENERAL MEETING
The Circular, incorporates the 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 Thursday, 27
August 2026 at 14:00, physically at 9th Floor, Katherine Towers, 1 Park Lane, Sandton, 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 and the Transactions are set out
below:
Date
2026
Record Date to Receive Notice being the record date to be eligible to Friday, 17 July
receive the Circular and the Notice of General Meeting
Announcement of distribution of Circular and Notice of General Meeting Tuesday, 28 July
on SENS on
Circular, incorporating Notice of General Meeting and Form of Proxy Tuesday, 28 July
(grey), distributed to Shareholders on
Last day to trade Shares in order to be eligible to vote at the General Tuesday, 11 August
Meeting
Record Date to Vote being the record date to be eligible to attend, Friday, 14 August
participate and vote at the General Meeting
For administrative reasons, Forms of Proxy (grey) in respect of the Tuesday, 25 August
General Meeting to be lodged at or received via hand, post or e-mail by
the Transfer Secretaries by no later than 14:00 on
Forms of Proxy (grey) in respect of the General Meeting to be handed Thursday, 27
to the chairman of the General Meeting at the General Meeting, at any August
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 Thursday, 27
Park Lane, Sandton, Gauteng and via Microsoft Teams at 14:00 on August
Results of the General Meeting released on SENS on Thursday, 27
August
Results of General Meeting published in press Friday, 28 August
Last day for Shareholders who voted against the Transactions Thursday, 3
Resolution to give notice to enX to seek court approval for the September
Transactions 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 Transactions Resolution
Last day for Shareholders who voted against the Transactions Thursday, 10
Resolution to make application to court in terms of section 115(3)(b) of September
the Companies Act
In respect of the Transactions, 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 Friday, 11
note 1 below) September
Announcement in respect of the Transactions becoming unconditional Friday, 11
expected to be released on SENS on (see note 1 below) September
Anticipated date to receive compliance certificate from the TRP and Tuesday, 15
announced on SENS on September
Expected implementation date of Transactions (see note 1 below) Thursday, 1 October
Notes
1. The above dates and times are indicative and subject to change. Any changes will be announced on
SENS and published in the press (if required).
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, 11 August 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, 12 August 2026 and
Friday, 14 August 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 14:00 on Tuesday, 25 August 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 Transactions 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 Transactions
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 Transactions 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
Transactions 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.
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
28 July 2026
Transaction Advisor and Sponsor to enX: ENS
Legal Advisor to GPR: Valeo Capital (Pty) Ltd
Legal Advisors to enX: Munro Smith Parker Inc. and Thomson Wilks Inc.
Date: 28-07-2026 02:00:00
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