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Disposal of Trident Steel and withdrawal of cautionary announcement
AVENG LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1944/018119/06)
ISIN: ZAE000302618
SHARE CODE: AEG
("Aveng" or "the Company")
Disposal of Trident Steel and withdrawal of cautionary announcement
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on 13 June 2022 regarding negotiations
for the disposal of Trident Steel (“the Business”), a division of Aveng Africa Proprietary Limited and the
renewal of cautionary announcements dated 5 July 2022 and 17 August 2022. Shareholders are advised that
in terms of section 9 of the JSE Limited (“JSE”) Listings Requirements, Aveng has entered into a Sale of
Business Agreement (“the Agreement”), dated 3 October 2022, to dispose of the business of Trident Steel as
a going concern to Trident Steel Africa Proprietary Limited (“the Purchaser”) for an amount of R700 million,
excluding cash on hand (“the Transaction” or “the Disposal”).
The Purchaser ultimately comprises a consortium of local and USA private capital, including Ambassador
Enterprises LLC (a US based private equity firm), Joseph Investments Proprietary Limited, Arbor Capital
Investments Proprietary Limited (South African private investors in manufacturing businesses) and Trident
Steel management.
Aveng will provide R210 million of funding to a separate company in order to subscribe for 30% of the equity
in the Purchaser and will thereby retain a 30% interest in the Business, specifically reserved for BBBEE
participation, for a period of no longer than one year post closing (“the Maturity Date”). This 30% holding is
subject to a call option in favour of the Purchaser, exercisable at any time post closing, for R210 million plus
accrued interest (“the Call Option”) and payment to Aveng is secured by a demand guarantee.
2. RATIONALE FOR THE DISPOSAL
The Aveng strategy is to restructure the Group in order to ensure the Group’s sustainable future. The Trident
Steel business falls outside the ambits of infrastructure development, resources and contract mining which
underpins the Group’s future long-term strategy.
3. NATURE OF TRIDENT STEEL BUSINESS
Trident Steel is a steel service centre business, conducted in South Africa, primarily focused on the supply of
steel products to the automotive, rail and mining industries.
4. SALIENT TERMS OF THE DISPOSAL
The Transaction was concluded as a “locked box” transaction based on the 30 June 2022 (“Locked Box Date”)
balance sheet, subject to a ticking fee (an amount of R7,45 million per month from Locked Box Date to Closing
Date), excluding cash on hand and subject to a working capital adjustment at 30 June 2022.
4.1. Conditions Precedent
The Agreement contains provisions that are customary for transactions of this nature, including the
following Conditions Precedent:
- the parties obtaining the necessary approval by the competition authorities in terms of the Competition
Act, 89 of 1998;
- Aveng obtaining the necessary approval from its shareholders of (i) the Transaction; and (ii) the
indirect participation of the Aveng Group Limited as a 30% shareholder in the Purchaser, pursuant to
the necessary circular to be posted to shareholders, as approved by the JSE and the Takeover
Regulation Panel;
- the parties obtaining the necessary third-party consents, including in relation to/from (i) the transfer
of material contracts (ii) the transfer of relevant lease agreements (ii) relevant financiers; and
- the Purchaser obtaining the requisite banking, trade finance and working capital facilities to
continue with the operations of the Business as a going concern.
4.2. Closing
The Transaction shall close on the first day of the calendar month following the date on which the last
of the Conditions Precedent are fulfilled or waived, as the case may be (“Closing Date”).
4.3. Purchase consideration
The purchase consideration payable by the Purchaser comprises:
- the purchase consideration of R700 million;
- plus an amount of R264 million representing the net cash portion from the business, due on closing;
- plus a ticking fee of R7,45 million per month, due on closing.
Aveng will provide R210 million of funding to a separate company in order to subscribe for 30% of the
equity of the Purchaser that is the subject of the Call Option.
In the event that the Call Option has not been exercised by the Maturity Date, Aveng will be entitled to
demand repayment of the R210 million plus interest thereon.
4.4. Use of proceeds
The proceeds of the Transaction will be applied to the reduction of Aveng’s remaining South African
debt and to enhance liquidity.
5. FINANCIAL INFORMATION
5.1. Net value of assets to be disposed
The value of the net assets of Trident Steel (deemed to be the value of the business assets less business
liabilities to be disposed of) as at 30 June 2022, being the date of the last consolidated annual financial
statements, was R409 million.
5.2. Operating earnings
Operating earnings for the year ended 30 June 2022 attributable to Trident Steel was R220 million.
5.3. Earnings after Tax
Earnings for the year ended 30 June 2022 attributable to Trident Steel was R81 million.
6. CLASSIFICATION OF THE DISPOSAL
The Disposal has been categorised as a Category 1 transaction in terms of the Listings Requirements and as
such the Disposal is required to be approved by an ordinary resolution of shareholders.
7. DISTRIBUTION OF CIRCULAR
A circular containing the full details of the Transaction, incorporating a notice convening a shareholders
meeting, will be distributed to shareholders in due course as required in terms of the JSE Listing
Requirements. The salient dates and times of the Transaction, including the date of the shareholders meeting,
will be announced on SENS at the time of distributing the circular.
8. WITHDRAWAL CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 13 June 2022 and the subsequent renewal
of cautionary announcements dated 5 July 2022 and 17 August 2022, wherein it was advised that negotiations
were in progress for the sale of Trident Steel.
As a result of the disclosure contained in this announcement, caution is no longer required to be exercised
when dealing in the Company’s securities.
4 October 2022
Melrose Arch
JSE Sponsor: Investec Bank Limited
Legal Advisor to Aveng: Alchemy Law Africa
Transaction Advisor: DG Capital
Date: 04-10-2022 05:15:00
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