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Results announcement in respect of the Aveng Rights Offer and dealings by directors
AVENG LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1944/018119/06)
ISIN: ZAE000111829
SHARE CODE: AEG
("Aveng" or "the Company")
RESULTS ANNOUNCEMENT IN RESPECT OF THE AVENG RIGHTS OFFER AND DEALINGS BY
DIRECTORS
Introduction
Shareholders are referred to the declaration announcement published by the Company on SENS on Tuesday,
16 February 2021 wherein shareholders were advised of the Company's intention to raise R300 000 000
through a fully committed and co-underwritten renounceable rights offer ("Rights Offer") of up to 20 000 000
000 ordinary no par value shares in Aveng and class A shares as contemplated in the Rights Offer circular
("Rights Offer Shares") at a price of 1.5 cents per Rights Offer Share. Shareholders are also referred to the
finalisation announcement published by the Company on SENS on Thursday, 18 February 2021 setting out
the final terms of the Rights Offer and the Rights Offer circular dated Monday, 22 February 2021 ("Rights
Offer Circular").
Capitalised words and terms contained in this announcement shall bear the meanings ascribed thereto in the
Rights Offer Circular.
Shareholders are advised that the Company has successfully completed the Rights Offer, raising total new
capital of R392 495 849, comprising R277 834 348 in terms of the Rights Offer Shares taken up by
shareholders who followed their rights, an additional R22 165 652 taken up by the Underwriters and an
additional R92 495 849 allocated to the Underwriters in order to meet their minimum requirement per fund, in
terms of the Underwriting Agreement. In addition, specific issues of shares were made for underwriting fees
totalling R9 000 000 and to meet the requirements of the MIP 2021 of R60 000 000.
Shareholder participation of 92,61% in the Rights Offer has exceeded expectations. Shareholder engagement
indicates that further capital may be available to the Company and the Board will continue to explore these
opportunities with shareholders.
Results of the Rights Offer
The Rights Offer closed at 12:00 (SAST) on Friday, 12 March 2020. The total number of Rights Offer Shares
available amounted to 20 000 000 000 and the number subscribed for was 18 522 289 886 Ordinary shares,
representing 92.61% of the available Rights Offer. The Underwriters took up the remaining 1 477 710 114
shares in terms of the Underwriting Agreement. In addition, in order to meet the minimum requirement per
fund, as stipulated in terms of 4.7 of the Rights Offer Circular, an additional 6 166 389 932 shares will be
issued to the Underwriters, split between 5 440 917 013 ordinary shares and 725 472 919 A class shares.
Following the Rights Offer, a specific issue of 600 000 000 shares was made to settle the underwriting fees
and a specific issue of 4 000 000 000 shares was made in terms of the MIP 2021. The total number of Aveng
ordinary shares in issue (including treasury shares) will be 43 994 498 220.
Issue of Rights Offer Shares
The custody accounts with CSDPs or brokers of shareholders who have followed their rights were credited
with their Rights Offer Shares and debited with the relevant subscription price yesterday, Monday, 15 March
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2021. Share certificates (in respect of certificated shares) will be posted by registered post, at the
shareholder's risk to the certificated shareholders to the extent to which they have accepted the Rights Offer.
The specific issues of shares for the underwriting fees and the MIP 2021 were allocated on Monday, 15 March
2021 and the specific issues for the underwritten and minimum portions will be credited to the relevant CSDPs
or brokers of the Underwriters on Friday, 19 March 2021.
Dealings by directors
Participation by directors in the Rights Offer
Shareholders are advised that pursuant to the Rights Offer, certain directors of the Company followed their
rights as shareholders in the Company, the details of which are as follows:
Name of director: AH Macartney
Transaction date: 15 March 2021
Class of securities: Ordinary no par value shares
Number of securities: 498 214
Price per security: 1.5 cents
Total value of transaction: R7 473
Nature of transaction: Participation in Rights Offer
Transaction completed on/off-market: on-market
Nature and extent of director's interest: Direct beneficial
Clearance to deal received: Yes
Name of director: MJ Kilbride
Transaction date: 15 March 2021
Class of securities: Ordinary no par value shares
Number of securities: 134 058
Price per security: 1.5 cents
Total value of transaction: R2 011
Nature of transaction: Participation in Rights Offer
Transaction completed on/off-market: on-market
Nature and extent of director's interest: Direct beneficial
Clearance to deal received: Yes
Issue of securities to directors and participants pursuant to the MIP 2021
Total number of shares issued in terms of the MIP 2021:
Nature of transaction Off market issue of shares in terms of the
company’s Management Incentive Plan 2021
(“MIP2021”)
Class of securities Ordinary shares
Date of transaction 15 March 2021
Number of shares 4 000 000 000
Deemed* price per share 1.5c
Deemed* total value of issue R60 000 000
*the shares have a zero strike price but a deemed
value in terms of the Rights Offer of 1.5c
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Acceptance of allocations
The following allocations have been awarded and accepted off-market by the directors and participants of the
Company and major subsidiary companies of the Group.
Director / Company / entity Number of shares Deemed value per Deemed
Participant share**** transaction
value****
SJ Flanagan* Aveng Limited 1 200 000 000 1.5c R18 000 000
AH Macartney* Aveng Limited 1 200 000 000 1.5c R18 000 000
L Tweedie** Aveng Limited 160 000 000 1.5c R2 400 000
J Govender*** Moolmans 320 000 000 1.5c R4 800 000
R Engelbrecht*** Moolmans 160 000 000 1.5c R2 400 000
SV Cummins*** McConnell Dowell 640 000 000 1.5c R 9 600 000
D Morrison*** McConnell Dowell 320 000 000 1.5c R 4 800 000
Total 4 000 000 000 R60 000 000
*Executive director
** Group Financial Controller
*** CEO / CFO of a major subsidiary
**** the shares have a zero strike price but have a deemed value of 1.5c in terms of the rights issue price
The above transactions received the requisite clearance to deal, were done off market and are direct
beneficial.
Vesting of securities in terms of the MIP 2021
Criteria Vesting profile
Group Major
participants subsidiary
participants
Balance Sheet Restructure Transaction Award on completion of 20% Nil
the Rights Offer
Retention awards after 24 months (after release of 30 June 2022 15% - 24 months 15% - 24 months
results) and 36 months (after release of 30 June 2023 results)
15% - 36 months 15% - 36 months
Performance awards** after 24 months (after release of 30 June 25% - 24 months 35% - 24 months
2022 results) and 36 months (after release of 30 June 2023
results) 25% - 36 months 35% - 36 months
** Performance awards are subject to performance conditions as determined by the Remuneration Committee of the Company.
Performance awards that vest after 24 months are subject to re-testing at 36 months if the performance conditions are not met at 24
months.
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Shareholders are advised that pursuant to the Rights Offer, certain directors and participants of the
Company’s securities vested following the successful completion of the Rights Offer in accordance with the
MIP 2021 and vesting criteria above, as set out below:
Name of director: AH Macartney
Transaction date: 15 March 2021
Class of securities: Ordinary no par value shares
Deemed price per security: 1.5 cents in terms of rights offer
Number of securities: 240 000 0000
Total value of transaction: R3 600 000
Nature of transaction: Initial vesting of securities under MIP 2021
Transaction completed on/off-market: off-market
Nature and extent of director's interest: Direct beneficial
Clearance to deal received: Yes
Name of director: SJ Flanagan
Transaction date: 15 March 2021
Class of securities: Ordinary no par value shares
Number of securities: 240 000 000
Deemed price per security: 1.5 cents in terms of rights offer
Total value of transaction: R3 600 000
Nature of transaction: Initial vesting of securities under MIP 2021
Transaction completed on/off-market: off-market
Nature and extent of director's interest: Direct beneficial
Clearance to deal received: Yes
Name of participant: L Tweedie
Transaction date: 15 March 2021
Class of securities: Ordinary no par value shares
Number of securities: 32 000 000
Deemed price per security: 1.5 cents in terms of rights offer
Total value of transaction: R480 000
Nature of transaction: Initial vesting of securities under MIP 2021
Transaction completed on/off-market: off-market
Nature and extent of participant's interest: Direct beneficial
Clearance to deal received: Yes
Johannesburg
16 March 2021
JSE Sponsor: UBS South Africa (Pty) Ltd
Transaction advisor: DG Capital (Pty) Ltd
Legal Advisor: Baker & McKenzie Inc.
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Date: 16-03-2021 07:05:00
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