AVENG LIMITED - AEG, AEGCB - Finalisation Announcement and Specific Optional Redemption Notice

Release Date: 11/09/2018 09:43
Code(s): AEGCB AEG
 
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AEG, AEGCB - Finalisation Announcement and 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”)


FINALISATION ANNOUNCEMENT AND 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 will 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.

Aveng shareholders passed the necessary resolutions at a General Meeting held on Monday,
10 September 2018, to give effect to the specific issue of Aveng Limited ordinary shares (“Ordinary
Shares”) (the “Specific Issue”), pursuant to the Early Bond Redemption, and the matters incidental
thereto.

Having received the approvals necessary 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 Bond by ZAR0.10 (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.

A detailed breakdown of the Redemption Amount per Convertible Bond is provided in the table
below:

Description                                                                      Amount

Initial Principal Amount                                                         R10,000.00

Capitalised Interest                                                             R362.50
                                                                                                   
Initial Principal Amount plus Capitalised Interest                               R10,362.50

Accrued Interest (from and including 24 July 2018 up to but excluding 25
                                                                                 R129.67
September 2018)

Redemption Amount per Convertible Bond                                           R10,492.17

Number of Ordinary Shares to be issued per Convertible Bond (issued at
                                                                                 104,921.7
R0.10)



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. However, if the Ordinary Shares to be delivered on the Specific Optional Redemption Date are
to be registered in the same name, the number of such Ordinary Shares to be delivered in respect
thereof shall be calculated on the basis of the aggregate Redemption Amount of such Convertible
Bonds being so redeemed and rounded down to the nearest whole number of Ordinary Shares and the
remaining fractional balance settled in cash and such fractional payments will be announced on SENS
on Thursday, 20 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.

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

                                                                                               2018

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

Last Date to Trade                                                             Tuesday, 18 September

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

Fractional payments announcement on SENS, by 11:00                            Thursday, 20 September

Record date for Convertible Bond Redemption                                      Friday 21 September

Convertible Bond Redemption                                                     Tuesday 25 September

Ordinary Shares issued and CSDP or broker accounts updated                     Tuesday, 25 September

Convertible Bonds terminated on the JSE                                       Wednesday 26 September


Jet Park
11 September 2018

Financial advisor and transaction sponsor for the Capital Markets Transaction
Rand Merchant Bank (A division of FirstRand Bank Limited)
                                                                                                    2
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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Date: 11/09/2018 09:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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