Aveng - rights offer declaration announcement

Tuesday 5th June, 2018
Shareholders are referred to the announcements released by Aveng on the Stock Exchange News Service (“SENS”) on Thursday, 26 April 2018 (“Capital Markets Transaction Announcement”) and on Friday, 18 May 2018 (“M&R Transaction Announcement”) respectively, in which Aveng announced (i) its intention to early redeem the R2 billion, 7.25% senior unsecured convertible registered bonds due 24 July 2019 (“Existing Convertible Bonds”) still in issue (“Early Bond Redemption”), (ii) its intention to launch a renounceable rights offer of up to R500 million to qualifying Aveng shareholders to raise cash to fund internal liquidity requirements (“Rights Offer”), and (iii) that the boards of directors of Aveng (“Aveng Board”) and Murray & Roberts Limited (“Murray & Roberts”) have reached in principle agreement regarding the proposed terms of a potential combination of Aveng and Murray & Roberts (“M&R Transaction”). Shareholders are further referred to the announcement released by Aveng on SENS on Tuesday, 29 May 2018 (“Update Announcement”), in which Aveng restated its commitment to launching the Rights Offer and that the Aveng Board remains of the opinion that there is merit in the potential combination of Aveng and Murray & Roberts and is continuing to progress the M&R Transaction.

Shareholders are also referred to the results of the general meeting announcement released by Aveng on 29 May 2018 wherein shareholders were advised that the necessary resolutions to implement the Rights Offer had been passed. Such resolutions included:
- authorisation to convert par value shares to no par value shares and the amendment of the MOI to take account of the conversion;
- authorisation to increase authorised share capital from 882 034 263 shares to 180 882 034 263 shares; and
- the granting of authority to the Directors to issue such number of new Aveng ordinary shares as may be required for the purposes of implementing the Capital Markets Transaction, including authorisation to issue new Aveng ordinary shares for that purpose with voting power that may, upon issue, exceed 30% of the existing voting power of the Aveng ordinary shares currently in issue.

Aveng hereby declares its intention to undertake the Rights Offer in the form of a renounceable rights offer to all qualifying Aveng shareholders, in order to raise up to an aggregate amount of R500 million.

Salient terms of the Rights Offer
The Rights Offer will comprise an offer of approximately 5 billion new ordinary shares (“Rights Offer Shares”), issued in the ratio of 1 199.98772 Rights Offer Shares for every 100 ordinary Aveng shares held on the record date for the Rights Offer, at a subscription price of R0.10 per Rights Offer Share (“Rights Offer Price”), in order to raise up to R500 million. The Rights Offer Price represents a 82% discount to the closing Aveng share price and a 87% discount to the 30 day volume weighted average price on Monday, 4 June 2018.

Salient dates and times of the Rights Offer
The proposed salient dates and times for the Rights Offer are set out below: 2018
*Finalisation date Thursday, 7 June*Last day to trade in shares in order to participate in the Rights Offer (cum entitlement) Tuesday, 12 June
*Shares commence trading ex-entitlement at 09:00 on Wednesday, 13 June
*Listing of and trading in the Letters of Allocation under code AEGN and ISIN ZAE000257937 on the JSE commences at 09:00 on Wednesday, 13 June
*Circular and a Form of Instruction, where applicable, posted to Qualifying Certificated Shareholders on Thursday, 14 June
*Record Date at 17:00 on Friday, 15 June
*Rights Offer opens at 09:00 on Monday, 18 June
*In respect of Qualifying Certificated Shareholders, Letters of Allocation credited to an electronic account held with the Transfer Secretaries at 09:00 on Monday, 18 June
*In respect of Qualifying Dematerialised Shareholders, CSDP or Broker accounts credited with Letter of Allocation at 09:00 on Monday, 18 June
*Circular, where applicable, posted to Qualifying Dematerialised Shareholders on Tuesday, 19 June
*Last day to trade Letters of Allocation on the JSE Tuesday, 26 June
*In respect of Qualifying Certificated Shareholders wishing to sell all or some of their Letters of Allocation, Forms of Instruction to be lodged with the Transfer Secretaries by 12:00 onTuesday, 26 June
*Listing of Rights Offer Shares and trading therein on the JSE commences at 09:00 on Wednesday, 27 June
*In respect of Qualifying Certificated Shareholders (or their renouncees) wishing to exercise all or some of their rights, payment to be made and Forms of Instruction to be lodged with the Transfer Secretaries by 12:00 on Friday, 29 June
*Rights Offer closes at 12:00 on Friday, 29 June
*Record date for Letters of Allocation on Friday, 29 June
*Rights Offer Shares issued on Monday, 2 July
*In respect of Qualifying Dematerialised Shareholders (or their renouncees), CSDP or Broker accounts debited with the aggregate Rights Offer Price and updated with Rights Offer Shares at 09:00 onMonday, 2 July
*In respect of Qualifying Certificated Shareholders (or their renouncees), share certificates in respect of Rights Offer Shares posted on or about Monday, 2 July
*Results of the Rights Offer announced on SENS on Monday, 2 July
*Results of the Rights Offer published in the press on Tuesday, 3 July
*In respect of successful excess applications (if applicable), Rights Offer Shares issued to Qualifying Dematerialsed Shareholders and/or share certificates posted by registered post to Qualifying Certificated Shareholders on or about Wednesday, 3 July
*In respect of unsuccessful excess applications (if applicable), refund payments made to Certificated Shareholders on or about Wednesday, 3 July

Conditions precedent
The implementation of the Rights Offer is subject to the fulfilment of the following conditions precedent which are expected to be fulfilled on Thursday, 7 June 2018:
- approval being obtained from the JSE Limited (“JSE”) for the Rights Offer circular; and
- approval being obtained from the JSE for the listing of the Letters of Allocation and the listing of the Rights Offer Shares.

Further announcement and documentation
It is anticipated that the finalisation announcement for the Rights Offer will be released on SENS on or about Thursday, 7 June 2018 and in the South African press on or about Friday, 8 June 2018. The Rights Offer circular will be made electronically available on Aveng's website (www.aveng.co.za) from Wednesday, 13 June 2018.
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