AVENG LIMITED - NOTICE OF BONDHOLDERS' MEETING

Release Date: 08/08/2018 17:47
Code(s): AEGCB AEG
 
Wrap Text
NOTICE OF BONDHOLDERS' MEETING

                                         AVENG LIMITED
                          Incorporated in the Republic of South Africa

                              (Registration number 1944/018119/06)
                            Share code: AEG       ISIN: ZAE000111829
                           JSE 2019 Convertible Bond Code: AEGCB

                        JSE 2019 Convertible Bond ISIN: ZAE000194940
                                    (“Aveng” or “the Issuer”)




                           NOTICE OF BONDHOLDERS' MEETING


In accordance with the terms and conditions of the Issuer's 7.25% senior unsecured convertible
registered bonds due Wednesday, 24 July 2019 (the "Convertible Bonds"), as amended on Tuesday, 3
July 2018 (the "Conditions") and the trust deed dated 23 July 2014 between the Issuer and TMF
Corporate Services (South Africa) Proprietary Limited, then known as GMG Trust Company (SA)
Proprietary Limited (the "Trust Deed"), notice is hereby given, in accordance with Condition 20.4
(Notice of Meeting) of the Conditions, that a meeting of the Bondholders will be held at 10h00 on
Thursday, 30 August 2018 at the offices of Baker McKenzie at 1 Commerce Square, 39 Rivonia Road,
Sandhurst, Johannesburg, 2196 (the "Bondholders Meeting"), at which meeting the Extraordinary
Resolutions set out below will be considered and, if deemed fit, passed with or without modification.

Save as otherwise defined, words and expressions used in this Notice have the meanings given to them
in the Conditions.

The Conditions are available at the registered office of the Issuer and on their website,
http://www.aveng.co.za/investor-centre

WHEREAS:
1.     As previously announced on SENS (including the SENS announcements released on 18 and 29
       May 2018, copies of which are attached as Annexure B), the Issuer intends to early redeem the
       Convertible Bonds still in issue (the "Early Bond Redemption"). In this regard, the Issuer
       intends to implement the Early Bond Redemption pursuant to Condition 10.2(d) of the
       Conditions as follows:

       (a)     The Convertible Bonds then in issue will be early redeemed through the issue by the
               Issuer, of new Ordinary Shares to the relevant holders of those Convertible Bonds
               (the “Bondholders”). If the Early Bond Redemption is implemented in this fashion,
               the Bondholders will have to approve same under Condition 10.2(d) of the
               Conditions.
2.     Pursuant to Condition 20.4, read with Condition 18 (Notices), of the Conditions, the Issuer
       hereby gives notice to Bondholders of a meeting of Bondholders to discuss and vote on the
       manner in which the Convertible Bonds then in issue will be redeemed pursuant to Condition
     10.2(d) of the Conditions. Condition 10.2(d) requires the Bondholders to approve the
     redemption of the Bonds then outstanding at 100% of their Principal Amount, together with
     accrued interest by allotting and issuing to or for the benefit of the relevant holder of each such
     Bond such number of Ordinary Shares as is determined by dividing the relevant redemption
     amount of the Bond by the price at which the Issuer issued Ordinary Shares pursuant to the
     rights offer implemented by the Issuer on 29 June 2018, being 10 cents per Ordinary Share.
3.   In terms of Condition 20.4 of the Conditions, read together with paragraph 7.27(a) of the JSE
     Debt Listing Requirements and section 62 of the Companies Act, 2008, the Issuer is required
     to give the Bondholders and the Trustee written notice of a meeting at least 15 business days
     prior to the date of the meeting.
4.   To the extent that the redemption of the Convertible Bonds is settled in Ordinary Shares,
     fractions of Ordinary Shares will not be issued or transferred and delivered on redemption and
     any fractions of Ordinary Shares will be rounded down to the nearest whole number of Ordinary
     Shares and the remaining fractional balance settled in cash.

5.   The Issuer therefore requests the Bondholders to approve the Extraordinary Resolution set out
     below.

PROXIES
1.   In terms of Condition 20.10 (Proxies and Representatives), a Bondholder may by an instrument
     in writing (a "proxy form") signed by the Bondholder or his duly authorised agent or, in the
     case of a juristic person, signed on its behalf by a duly authorised officer, appoint any person
     (a "Proxy") to act on its behalf in connection with any meeting or proposed meeting.
2.   A person appointed to act as Proxy need not be a Bondholder.
3.   A proxy form is attached as Annexure A for those Bondholders who wish to be represented by
     proxy at the Bondholders Meeting.
4.   Please note that the proxy form must be deposited at the specified office of the Issuer or at the
     specified office of Computershare Investor Services Proprietary Limited (the “Transfer
     Agent”), as the case may be, not less than 24 hours before the time appointed for holding the
     Bondholders Meeting or adjourned meeting at which the person named in such proxy form
     proposes to vote.

5.   Either the original form must be deposited at the specified office of the Issuer or at the specified
     office of the Transfer Agent, or a copy of the form may be scanned and emailed to the Issuer or
     the Transfer Agent (with the original to follow shortly thereafter). Address details are provided
     below:

     Issuer office                                      Transfer Agent office
     Aveng Limited                                      Computershare Investor Services
                                                        Proprietary Limited
     1 Jurgens Street
                                                        Rosebank Towers
     Jet Park
                                                        15 Biermann Avenue
     Boksburg
                                                        Rosebank
     1459
                                                        2196


                                                            Attention: Proxy Department
           Attention: Edinah Mandikutse
           Email: edinah.mandikutse@avenggroup.com          Nomalanga Goba/ Khalid Cassim
           Tel:    011 779 2812                             Email: proxy@computershare.co.za
                                                            Tel:     011 370 5302


6.        If a proxy form has not been deposited at the specified office of the Issuer or at the specified
          office of the Transfer Agent at least 24 hours before the time appointed for holding the
          Bondholders Meeting or adjourned meeting at which the person named in such proxy form
          proposes to vote, the proxy form may be delivered to the Chairman of the meeting upon
          commencement of the meeting.
7.        Please note that in accordance with Condition 20.9 (Votes), Bondholders in respect of
          Convertible Bonds held in the Central Securities Depository in uncertificated form shall vote at
          the Bondholders Meeting on behalf of the holders of Beneficial Interests in such Bonds, in
          accordance with the instructions to the Central Securities Depository's Nominee from the
          holders of Beneficial Interests conveyed through the Participants in accordance with the
          Applicable Procedures.
8.        If the Central Securities Depository Participant ("CSDP") of a holder of Beneficial Interests
          does not contact such holder, then such holder is advised to contact such holder's CSDP and
          provide such CSDP with the holder's voting instructions.
9.        Following the Bondholder Meeting, the Transfer Agent will collate the votes and provide the
          Issuer with the voting outcome by no later than 17h00 on Thursday, 30 August 2018. The
          results of the meeting will be released on SENS within 48 hours of the Bondholders meeting.



IT IS RESOLVED THAT
Extraordinary Resolution Number 1:
To the extent that the Issuer early redeems the Bonds pursuant to Condition 10.2(d) of the Conditions
through the issue of new Ordinary Shares, the Bondholders hereby approve such redemption of the
Bonds then outstanding at 100% of their Principal Amount, together with accrued interest by allotting
and issuing to or for the benefit of the relevant holder of each such Bond such number of Ordinary
Shares as is determined by dividing the relevant redemption amount of the Bond by the price at which
the Issuer issued Ordinary Shares pursuant to the rights offer implemented by the Issuer on 29 June
2018, being 10 cents per Ordinary Share.
The Bondholders further instruct and authorise the Trustee to conclude whatever documents may be
required to give effect to these resolutions.


The salient dates relating to the Bondholders Meeting are as follows:

                                                                                                  2018

     Record date to determine Bondholders entitled to receive Notice of               Friday, 3 August
     Bondholder Meeting:

     Distribution date (via Strate) and announced on SENS:                       Wednesday, 8 August

     Last date to trade to be eligible to attend and vote at the Bondholders        Tuesday, 21 August
     meeting:
     Record date to be eligible to attend and vote at the Bondholders                                     Friday, 24 August
     meeting:

     Forms of Proxy should be lodged with Issuer or Transfer Agent no                              Wednesday, 29 August
     later than 10h00 *:

     Bondholders Meeting at 10h00 (Proxies may be delivered to the                                    Thursday, 30 August
     Chairman of the meeting, at the meeting):

     Results of the Bondholders Meeting announced on SENS                                              24 to 48 hours post
                                                                                                      Bondholder Meeting

     * If a proxy form has not been deposited at the specified office of the Issuer or at the specified office of the Transfer
     Agent at least 24 hours before the time appointed for holding the Bondholders Meeting or adjourned meeting at which
     the person named in such proxy form proposes to vote, the proxy form may be delivered to the Chairman of the
     meeting upon commencement of the meeting.




1.          The following Annexures have been included in the notice of meeting distributed by
            STRATE to the CSDPs and may be located on the website of the Issuer at
            http://www.aveng.co.za/investor-centre/shareholders-circulars


 Annexure               Document

 A                      Proxy Form
 B                      SENS Announcement of the Issuer dated 18 May 2018
 B                      SENS Announcement of the Issuer dated 29 May 2018
 C                      Extract of Condition 10.2 from the Conditions



8 August 2018
Financial advisor and transaction sponsor for the Capital Markets Transaction
Rand Merchant Bank (A division of FirstRand Bank Limited)

Legal advisors
Baker McKenzie

Debt sponsor
Absa Bank Limited, acting through its corporate and investment banking division

Aveng
Michael Canterbury
Group Executive: Strategy & Investor Relations
Tel: 011 779 2979
Email: michael.canterbury@avenggroup.com




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Date: 08/08/2018 05:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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