AVENG LIMITED - Results of general meeting and update on early bond redemption

Release Date: 10/09/2018 15:28
Code(s): AEG AEGCB
 
Wrap Text
Results of general meeting and update on early bond redemption

AVENG LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/018119/06)
Share code: AEG
Share ISIN: ZAE000111829
JSE 2019 Convertible Bond Code: AEGCB
JSE 2019 Convertible Bond ISIN: ZAE000194940
("Aveng", "the Company")

RESULTS OF GENERAL MEETING AND UPDATE ON EARLY BOND REDEMPTION

Aveng Shareholders are advised that at the general meeting held today 10 September 2018, the requisite
majority of shareholders approved all the resolutions, as set out in the notice of the general meeting,
necessary to proceed with the early redemption (the "Early Bond Redemption") of the convertible bonds
still outstanding (the ”Convertible Bonds”) and the issue of new Aveng shares at the rights offer price of 10c
(“Specific Issue”).

As such, Aveng is pleased to announce that the implementation of the Specific Issue is unconditional and
will proceed according to the timing set out below.

The positive vote by shareholders today in favour of the Specific Issues of Aveng ordinary shares to settle
the Convertible Bonds before their July 2019 maturity date is a clear vote of confidence in the Company’s
strategic action plan. Aveng remains firmly of the view that the implementation of the Early Bond
Redemption is in the best interest of all its stakeholders. The positive vote today by shareholders is an
important step forward in this process. The implementation of the Specific Issue, which shares are to be
issued on Tuesday, 25 September 2018, will complete one of the pillars of the strategic action plan. This
provides a platform that allows the Company to complete the execution of the other pillars of the strategic
action plan.

Management and the Board is encouraged by the level of support for the strategy received from major
stakeholders. This includes the Company’s largest single shareholder Aton, who have engaged with the
Company in a positive manner and have expressed their support for Aveng’s continued independent future.

Results of the general meeting

There were 5 348 525 326 ordinary shares in issue at the date of the general meeting. The total number of
shares present/represented, including proxies, at the meeting was 4 682 486 546 or 88% of Aveng’ issued
share capital as at Friday, 31 August 2018, being the voting record date.

The voting results of the resolutions were as follows:

Ordinary resolution 1:   Approval of the Specific Issue to Coronation

                                For               Against         Abstain           Total shares voted
Shares voted                    3 823 922 929     NIL             858 563 617       3 823 922 929
% of total shares voted         100%              0%
% of total issued share capital                                   16.05%            71.50%

Ordinary resolution 2:   Approval of the Specific Issue to Allan Gray

                                For               Against         Abstain           Total shares voted
Shares voted                    3 625 731 254     42 256 400      1 014 498 892     3 667 987 654
% of total shares voted         98.85%            1.15%
% of total issued share capital                                   18.97%            68.58%

Ordinary resolution 3:   Approval of the Specific Issue to Other Bondholders

                                For               Against         Abstain           Total shares voted
Shares voted                    4 682 111         949 272 576     102 021           4 682 384 525
% of total shares voted         99.99%            0.01%
% of total issued share capital                                   0.00%             87.55%

Ordinary resolution 4:   Approval for directors to implement the Specific Issue

                                For               Against         Abstain           Total shares voted
Shares voted                    4 682 384 525     NIL             102 021           4 682 348 525
% of total shares voted         100%              0%
% of total issued share capital                                   0.00%             87.55%

Salient Dates of the Early Bond Redemption

The proposed salient dates relating to the Early Bond Redemption are as follows:
                                                                                                     2018

Last Date to Trade to determine which bondholders are to be                         Tuesday, 18 September
issued new Aveng shares in the Early Bond Redemption

Ex-date and the listing of the Convertible Bonds suspended on the                 Wednesday, 19 September
Main Board of the JSE Limited (“JSE”)

Record date to determine which bondholders are to be issued new                       Friday 21 September
Aveng shares in the Early Bond Redemption

Early Bond Redemption                                                                Tuesday 25 September

Ordinary shares issued to bondholders and CSDP or broker                            Tuesday, 25 September
accounts updated

Convertible Bonds terminated on the JSE                                            Wednesday 26 September


Jet Park
10 September 2018

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

JSE Sponsor
UBS South Africa Proprietary 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
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