AVENG LIMITED - Specific Optional Redemption Notice

Release Date: 04/09/2018 16:24
Code(s): AEGCB AEG
 
Wrap Text
Specific Optional Redemption Notice

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”)


SPECIFIC OPTIONAL REDEMPTION NOTICE

In accordance with the terms and conditions of the Issuer's 7.25% senior unsecured convertible registered bonds
due Wednesday, 24 July 2019, 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 relating to such convertible bonds (the "Trust Deed"), the
Issuer hereby gives notice, in accordance with Condition 10.2(d) of the Conditions, that the Issuer intends to
early redeem (the "Early Bond Redemption") the convertible bonds then still outstanding (the ”Convertible
Bonds”) on Tuesday, 25 September 2018 (the "Specific Optional Redemption Date") at an amount for each
such Convertible Bond equal to 100% of its Principal Amount plus any capitalised and accrued interest (the
“Redemption Amount”) up to the Specific Optional Redemption Date.

The Early Bond Redemption is conditional on receiving approval from Aveng shareholders to pass the
necessary resolutions at a General Meeting to be held on Monday, 10 September 2018 to give effect to the
specific issue of Aveng Limited ordinary shares (the “Specific Issue “) and the matters incidental thereto.
The circular containing details of the Specific Issue and incorporating a notice of general meeting was
distributed to Aveng shareholders on Friday, 10 August 2018.

Subject to and conditional upon Aveng receiving the approvals to give effect to the Specific Issue, the Issuer
hereby gives notice, in accordance with Condition 10.2(d) of the Conditions that the Redemption Amount
payable by the Issuer in respect of each Convertible Bond so to be redeemed shall be discharged by the Issuer
allotting and issuing, on the Specific Optional Redemption Date, to or for the benefit of the relevant holder of
such Convertible Bonds such number of Ordinary Shares as is determined by dividing the relevant Redemption
Amount of each Convertible .10 (10 cents), being the price at which the Issuer issued Ordinary Shares pursuant
to the rights offer implemented by the Issuer on Friday, 29 June 2018. Final details regarding the redemption,
including the final redemption amount per Convertible Bond will be confirmed and announced (“the
Finalisation Announcement”) on or before the Finalisation Date being, Tuesday, 11 September 2018.

Save as otherwise defined herein, 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

                                                                                                              1
The proposed salient dates relating to the redemption are as follows and will be confirmed in the Finalisation
Announcement:

                                                                                                         2018

  Record date to determine Bondholders entitled to receive Specific                         Friday, 31 August
  Optional Redemption Notice:

  Declaration Date of Bond Redemption (via Strate) and announced on                      Tuesday, 4 September
  SENS:

  Finalisation Date of Bond Redemption and notice of Specific                           Tuesday, 11 September
  Optional Redemption (via Strate) and announced on SENS:

  Last Date to Trade                                                                    Tuesday, 18 September

  Ex-date and Convertible Bonds suspended on the Main Board of the                    Wednesday, 19 September
  JSE Limited

  Record date for Convertible Bond Redemption                                             Friday 21 September

  Convertible Bond Redemption                                                            Tuesday 25 September

  Convertible Bonds terminated on the JSE                                              Wednesday 26 September


Jet Park
4 September 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


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


                                                                                                              
Annexure B: Extract of Condition 10.2 from the Conditions


10.2 Redemption at the Option of the Issuer

1.1    On giving not less than 5 nor more than 20 days’ (the “Specific Notice Period”) notice (a
       “Specific Optional Redemption Notice”) to the Trustee and to the Bondholders in
       accordance with Condition 18, the Issuer may redeem all but not some only of the Bonds then
       outstanding on the date (the “Specific Optional Redemption Date”) specified in the Specific
       Optional Redemption Notice at an amount for each Bond to be proposed by the Issuer and
       approved by Extraordinary Resolution together with accrued interest up to but excluding the
       Specific Optional Redemption Date on the basis set out below. Unless redeemed at 100% of
       its Principal Amount together with accrued interest, in cash, the percentage of its Principal
       amount at which each Bonds is redeemed is subject to Bondholder approval at a Bondholder
       meeting convened in the manner prescribed in Condition 20. The redemption amount payable
       by the Issuer in respect of each Bond so to be redeemed shall be discharged (at the sole
       election of the Issuer, provided that the Issuer shall only be entitled to make such election in
       respect of the whole of a Bond) as follows:

       (a)     the Issuer making a cash payment to or for the benefit of the relevant holder of such
               Bond on the Specific Optional Redemption Date in accordance with the provisions of
               Condition 11; or

       (b)     the Issuer allotting and issuing to or for the benefit of the relevant holder of 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 or about 29 June 2018. To the extent
               that this rights offer is not implemented by the Issuer, then the number of Ordinary
               Shares shall be determined by dividing the relevant redemption amount of the Bond by
               an amount to be proposed by the Issuer and approved by Extraordinary Resolution. In
               either event:

               (i)     fractions of Ordinary Shares will not be issued 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;

               (ii)    all Ordinary Shares so to be issued will be issued in uncertificated form through
                       the securities trading system operated by Strate, or any successor licensed
                       clearance and settlement facility (applicable to the Ordinary Shares) of Strate;
                                                                                                          
               (iii)   the Issuer will procure the delivery of the Ordinary Shares so to be issued to
                       the Strate account specified by the relevant Bondholder one day after the record
                       date of the Specific Optional Redemption Date;

               (iv)    the Bondholder will be required to certify, represent and agree either:

                  (aa)    that such Bondholder is not a resident of South Africa within
                          the meaning of the Exchange Control Regulations 1961 (as
                          may be amended from time to time) of South Africa
                          promulgated under the Currency and Exchanges Act, 1933 (as
                          amended) of South Africa and that all exchange control
                          approvals required under Applicable Laws of South Africa in
                          connection with the exercise of Conversion Rights by such
                          Bondholder and the issue or transfer of Ordinary Shares to
                          such Bondholder upon such exercise have been obtained and
                          are in full force and effect; or

                  (bb)    that no exchange control approvals are required under
                          Applicable Laws of South Africa in connection with the issue
                          of Ordinary Shares to such Bondholder pursuant to such
                          redemption,

                  and in either case and shall be required to provide evidence
                  reasonably satisfactory to the Issuer as to the applicability of (aa) or
                  (bb), as the case may be and the Issuer will (if applicable) procure
                  that Ordinary Shares so delivered through Strate are flagged “Non
                  Resident” for the purposes of South African exchange control laws
                  and regulations;

               (v)     the Ordinary Shares so issued will be fully paid and will in all respects rank
                       pari passu with the fully paid Ordinary Shares in issue on the relevant
                       Registration Date, except in any such case for any right excluded by mandatory
                       provisions of Applicable Law and except that such Ordinary Shares will not
                       rank for (or, as the case may be, the relevant holder shall not be entitled to
                       receive) any rights, distributions or payments, the record date or other due date
                       for the establishment of entitlement for which falls prior to the relevant
                       Registration Date;

               (vi)    if the record date or other due date for establishment or entitlement for the
                       payment of any dividend or other distribution in respect of the Ordinary Shares
                       so to be issued on redemption of the Bond is on or after the Specific Optional
                       Redemption Date but before the Registration Date, the Issuer will pay to the
                       Bondholder in lieu of such dividend or distribution an amount in ZAR equal to
                       any such dividend or other distribution to which such Bondholder would have
                       been entitled had he on that record date or other due date for establishment of
                       entitlement been such a shareholder of record of such Ordinary Shares on that
                       date and will make the relevant payment to the relevant Bondholder at the same
                       time that it makes payment of the dividend or other distribution;


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