Disposal of 70% of Aveng’s industrial property portfolio in a sale and leaseback transaction and cautionary AVENG LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1944/018119/06) ISIN: ZAE000111829 SHARE CODE: AEG ("Aveng" or "the Group") DISPOSAL OF 70% OF AVENG’S INDUSTRIAL PROPERTY PORTFOLIO IN A SALE AND LEASEBACK TRANSACTION (the “Properties”) (“the Transaction”) AND CAUTIONARY ANNOUNCEMENT INTRODUCTION AND RATIONALE As previously communicated to shareholders, the Board has decided to diversify the Group’s funding sources, extend the debt maturity profile, reduce overall borrowing levels and the cost thereof to enable Aveng to concurrently pursue contract claims to a positive conclusion whilst taking advantage of growth opportunities. Consequently, the Group embarked on a programme to dispose of non- core assets with the objective of raising at least R2,5 billion. The assets to be disposed of comprised properties and Electrix, the sale of which was concluded on 19 September 2014. Aveng now wishes to advise shareholders that in terms of an offer accepted by Aveng on Thursday, 2 April 2015 (the “Offer”), Aveng has agreed to dispose of 70% of Dimopoint Proprietary Limited (“Dimopoint”), a special purpose vehicle created for the purpose of holding the properties and which is wholly owned by Aveng Africa Proprietary Limited (“Aveng Africa”), to Imbali Props 21 Proprietary Limited (“Imbali 21”), an entity of the Collins Property Group (“Collins”) for approximately R1,127 billion to be settled in cash. Due to the strategic nature of the investment, Aveng has elected to retain a 30% shareholding in Dimopoint and will jointly administer the Properties with Collins for a market-related fee. The Properties are currently tenanted by various entities within the Group, and Aveng Africa will sign a head lease in respect of the Properties for periods of 5 and 12 years. The effective date of the Transaction is expected to be when the last outstanding condition precedent to the Transaction has been fulfilled or waived, which is expected to be by 30 June 2015. DETAILS OF THE PROPERTIES The Properties comprise 35 South African properties and excludes the property in Jet Park where Aveng’s head office is located. Details of the Properties are available on the Aveng website at www.aveng.co.za. PURCHASER Imbali 21 an entity of the Collins Property Group (“Collins”) is the Purchaser. Collins is a privately owned property group, with a history spanning four generations over a period of more than 100 years and is predominantly a commercial property development and investment company that owns and manages properties throughout Africa and the United Kingdom. CONDITIONS PRECEDENT The Transaction is subject to inter alia, the fulfilment or waiver of the following main suspensive conditions: - the conclusion of transaction agreements, including inter alia, shareholders agreement, subscription agreement, lease agreement and administration agreement; - the relevant Competition authorities unconditionally approving the Transaction or subject to such conditions acceptable to Aveng and Imbali 21; - within 30 days from signature of the Proposal, Dimopoint to secure funding on commercial terms and conditions acceptable to Aveng and Imbali 21; - within 30 days from signature of the Proposal, Imbali 21 to secure funding on commercial terms and conditions acceptable to Imbali 21; APPLICATION OF THE PROCEEDS The proceeds will be used to improve liquidity, to reduce overall debt, and to take advantage of growth opportunities. CATEGORISATION OF THE TRANSACTION The Transaction is a Category 2 transaction in terms of section 9 of the JSE Listing Requirements. CAUTIONARY ANNOUNCEMENT The pro-forma financial effects will be released in due course. Shareholders are therefore advised to exercise caution when dealing in their Aveng securities. By order of the Board of Directors Jet Park 7 April 2015 Corporate advisor Nedbank Capital Sponsor J.P. Morgan Equities South Africa Proprietary Limited Legal advisor Norton Rose Competition attorneys Baker McKenzie Date: 07/04/2015 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 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, information disseminated through SENS.